exv10w5w2

Executed by Whakatane Mill Australia Pty Limited by the party’s attorney pursuant to power of attorney dated 6 October 2010 who states that no notice of revocation of the power of attorney has been received in the presence of:

/s/ Karen Mower

Witness

/s/ Pru Wyllie

Attorney

/s/ Karen Mower

Name of Witness

/s/ Pru Wyllie

Name of Attorney

Exhibit 10.5.2

The taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

REAFFIRMATION AGREEMENT, dated as of November 16, 2010 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Acquisition Corporation (collectively, the “Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A. (“Lux Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds Group Issuer Inc. (“Inc. Issuer”) (collectively, the “Issuers”), (d) the Grantors listed on Schedule A hereto (together with Holdings, the Borrowers and Issuers, the “Security Reaffirming Parties”) and the Grantors listed on Schedule C hereto (together with the Security Reaffirming Parties, the “Reaffirming Parties”), (e) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (f) The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) under the Senior Secured Notes Indenture (as defined below) and (g) The Bank of New York Mellon and Wilmington Trust (London) Limited as collateral agents (together, the “Collateral Agents”) under the First Lien Intercreditor Agreement (as defined below).

A. The Administrative Agent, the trustee with respect to the Closing Date Senior Secured Notes (as defined in the Credit Agreement), the Collateral Agents and the Reaffirming Parties, among others, have entered into the First Lien Intercreditor Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010, (the “First Lien Intercreditor Agreement”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the First Lien Intercreditor Agreement and the Credit Agreement, as applicable;

B. Pursuant to the Credit Agreement dated as of November 5, 2009 (as amended from time to time on or prior to the date hereof, including pursuant to Amendment No. 3 (as defined below), the “Credit Agreement”), among Holdings, the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent, the U.S. Tranche A/D Term Borrower has, on the date hereof, borrowed the New Incremental Term Loans (as defined in Amendment No. 3 and Assumption Agreement dated as of September 30, 2010 to the Credit Agreement (“Amendment No. 3”));

C. RGHL US Escrow I Inc. (“Escrow Inc. Issuer”), RGHL US Escrow I LLC (“Escrow LLC Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A. (“Escrow Lux Issuer” and together with Escrow Inc. Issuer and Escrow LLC Issuer, the “Escrow Issuers”), the Trustee and The Bank of New

York Mellon, London Branch, as paying agent, among others, have entered into an indenture, dated as of October 15, 2010 (the “Senior Secured Notes Indenture”), pursuant to which the Escrow Issuers initially issued debt securities (the “New Senior Secured Notes”) in escrow. On the date hereof, in connection with the release from escrow of the proceeds of such New Senior Secured Notes, Escrow Inc. Issuer is merging with and into Inc. Issuer, Escrow LLC Issuer is merging with and into LLC Issuer, and Escrow Lux Issuer is merging with and into Lux Issuer (or Lux Issuer will otherwise assume all of the obligations of Escrow Lux Issuer under the New Senior Secured Notes and the Senior Secured Notes Indenture), with each of the applicable Issuers surviving the applicable merger and assuming by operation of law the obligations of the applicable Escrow Issuer, with respect to the Senior Secured Notes Indenture and the New Senior Secured Notes. On the date hereof, in connection with such release from escrow and mergers, the Trustee has become a party to the First Lien Intercreditor pursuant to Section 5.02(c) thereof;

D. Certain of the Security Reaffirming Parties are party to one or more of the Reaffirmed Security Documents (as defined below); and

E. Each Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the funding of the New Incremental Term Loans, the release from escrow of the proceeds from the New Senior Secured Notes and the consummation of the transactions contemplated thereby. The release from escrow of the proceeds of the New Senior Secured Notes in order to finance the Pactiv Transactions (as defined in the Credit Agreement) is referred to herein as the “Escrow Release.”

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

ARTICLE I

Reaffirmation

SECTION 1.01. Reaffirmation. (a) Each Security Reaffirming Party (i) agrees that, notwithstanding the borrowing of the New Incremental Term Loans and the issuance of the New Senior Secured Notes, each of the Security Documents set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (A) the New Incremental Term Loans, which shall, as of the date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the “Secured Obligations” as defined in the Senior Secured Notes Indenture, which have been or will on the date of this Agreement be designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”).

(b) Each Reaffirming Party hereby (a) ratifies and affirms Amendment No. 3 and the transactions contemplated thereby, (b) agrees that, notwithstanding the effectiveness of Amendment No. 3, Article X of the Credit Agreement continues to be in full force and effect, (c) confirms its guarantee of the Bank Obligations (with respect to itself), all as provided in the Loan Documents as originally executed (including any limitations expressly set forth therein), and (d) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in

respect of the Bank Obligations under the Credit Agreement (as modified by Amendment No. 3) and the other Loan Documents, including the New Incremental Term Loans.

(c) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, the obligations under the New Incremental Loans and the “Secured Obligations” as defined in the Senior Secured Notes Indenture constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany).

(d) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any guarantor joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as applicable, in relation to all Obligations (as defined in the First Lien Intercreditor Agreement) upon and following the funding of the New Incremental Term Loans, the Escrow Release and the Secured Notes Designation.

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

(f) With respect to all Loan Parties incorporated in Luxembourg, the limitations set forth in Schedule E shall apply.

ARTICLE II

Representations and Warranties

SECTION 2.01. Organization; Powers. Each Reaffirming Party hereby represents and warrants as of the date hereof that such Reaffirming Party (a) is duly organized, validly existing and in good standing (or where applicable the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization and (b) has the power and authority to execute, deliver and perform its obligations under this Agreement.

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

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

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

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

ARTICLE III

Miscellaneous

SECTION 3.01. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement.

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

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

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

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

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

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

CLOSURE SYSTEMS INTERNATIONAL
HOLDINGS (JAPAN) KK

By   /s/ Pru Wyllie
Name:   Pru Wyllie
Title:   Attorney

CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

By   /s/ Pru Wyllie
Name:   Pru Wyllie
Title:   Attorney

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.914

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 146.929 and having a share capital of EUR 33,101,925

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6c, Parc d’Activités Sydrall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.959 and having a share capital of EUR 1,089,800

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

SIG FINANCE (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 130.835 and having a share capital of EUR 12,500, in liquidation

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Authorised Signatory

BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.

By   /s/ Stephen Pardy
Name:   Stephen Pardy
Title:   Attorney

CSI EN ENSENADA, S. DE R.L. DE C.V.

By   /s/ Stephen Pardy
Name:   Stephen Pardy
Title:   Attorney

CSI EN SALTILLO, S. DE R.L. DE C.V.

By   /s/ Stephen Pardy
Name:   Stephen Pardy
Title:   Attorney

CSI TECNISERVICIO, S. DE R.L. DE C.V.

By   /s/ Stephen Pardy
Name:   Stephen Pardy
Title:   Attorney

EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.

By   /s/ Stephen Pardy
Name:   Stephen Pardy
Title:   Attorney

SIG HOLDINGS (UK) LIMITED

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Attorney

SIG COMBIBLOC LIMITED

By   /s/ Cindi Lefari
Name:   Cindi Lefari
Title:   Attorney

BAKERS CHOICE PRODUCTS, INC.

By   /s/ Helen Dorothy Golding
Name:   Helen Dorothy Golding
Title:   Assistant Secretary

BLUE RIDGE HOLDING CORP.

By   /s/ Helen Dorothy Golding
Name:   Helen Dorothy Golding
Title:   Secretary

BLUE RIDGE PAPER PRODUCTS INC.

By   /s/ Helen Dorothy Golding
Name:   Helen Dorothy Golding
Title:   Secretary

BRPP, LLC

By: BLUE RIDGE PAPER PRODUCTS INC.,
its Sole Member and Manager

   /s/ Helen Dorothy Golding
Name:   Helen Dorothy Golding
Title:   Secretary

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

By   /s/ Helen Dorothy Golding
Name:   Helen Dorothy Golding
Title:   Assistant Secretary


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
	By:	/s/ Shaheen Malik
		Name:	Shaheen Malik
		Title:	Vice President


	By:	/s/ Kevin Buddhdew
		Name:	Kevin Buddhdew
		Title:	Associate

STATE OF NEW YORK
COUNTY OF NEW YORK

On the 10 day of November in the year 2010 before me, the undersigned, personally appeared Shaheen Malik up, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Marjone E. Bull
Name: Marjone E. Bull

Sworn to before me this 10 day of Nov. 2010
Notary Public
Printed Name: Marjone E. Bull
My Commission Expires:

February 20, 2011

STATE OF NEW YORK
COUNTY OF NEW YORK

On the 10 day of November in the year 2010 before me, the undersigned, personally appeared Kevin Buddhdew, ASO, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Marjone E. Bull
Name: Marjone E. Bull

Sworn to before me this 10 day of November. 2010
Notary Public
Printed Name: Marjone E. Bull
My Commission Expires:

February 20, 2011

SCHEDULE A
TO REAFFIRMATION AGREEMENT

List of the Security Reaffirming Parties


JURISDICTION		ENTITY
BRAZIL		Closure Systems International (Brazil) Sistemas de Vedacao Ltda
		SIG Beverages Brasil Ltda.
		SIG Combibloc do Brasil Ltda

BRITISH VIRGIN ISLANDS		CSI Latin American Holdings Corporation

CANADA		Closure Systems International (Canada) Limited
		Reynolds Food Packaging Canada Inc.
		Evergreen Packaging Canada Limited

GERMANY		SIG Euro Holding AG & Co. KGaA
		SIG Beverages Germany GmbH
		SIG Combibloc Holding GmbH
		SIG Vietnam Beteiligungs GmbH
		SIG Combibloc GmbH
		SIG Combibloc Systems GmbH
		SIG Combibloc Zerspanungstechnik GmbH
		SIG Information Technology GmbH
		SIG International Services GmbH
		Closure Systems International Holdings (Germany) GmbH
		Closure Systems International Deutschland GmbH

GUERNSEY		SIG Asset Holdings Limited

HONG KONG		SIG Combibloc Limited
		Closure Systems International (Hong Kong) Limited
		Evergreen Packaging (Hong Kong) Limited

HUNGARY		Closure Systems International Holdings (Hungary) Kft
		CSI Hungary Kft

LUXEMBOURG		Beverage Packaging Holdings (Luxembourg) I S.A.
		Beverage Packaging Holdings (Luxembourg) II S.A.
		Beverage Packaging Holdings (Luxembourg) III S.à.r.l.
		SIG Finance (Luxembourg) S.à r.l. (in liquidation)
		Reynolds Group Issuer (Luxembourg) S.A.
		Closure Systems International (Luxembourg) S.à r.l.
		Reynolds Consumer Products (Luxembourg) S.à r.l.
		Evergreen Packaging (Luxembourg) S.à r.l.

MEXICO		Grupo CSI de Mexico, S. de R.L. de C.V.
		CSI en Saltillo, S. de R.L. de C.V.
		CSI en Ensenada, S. de R.L. de C.V.
		CSI Tecniservicio, S. de R.L. de C.V.
		Bienes Industriales del Norte, S.A. de C.V.
		Técnicos de Tapas Innovativas, S.A. de C.V.
		Evergreen Packaging Mexico, S. de R.L. de C.V.
		Reynolds Metals Company de Mexico, S. de R.L. de C.V.
		Maxpack, S. de R.L. de C.V.

NETHERLANDS		Closure Systems International B.V.
		Reynolds Consumer Products International B.V.
		Evergreen Packaging International B.V.
		Reynolds Packaging International B.V.

NEW ZEALAND		Reynolds Group Holdings Limited
		Whakatane Mill Limited


JURISDICTION		ENTITY
SWITZERLAND		SIG Combibloc Group AG
		SIG Reinag AG
		SIG Technology AG
		SIG allCap AG
		SIG Combibloc Procurement AG
		SIG Schweizerische Industrie-Gesellschaft AG
		SIG Combibloc (Schweiz) AG

UNITED KINGDOM		SIG Combibloc Limited
		Closure Systems International (UK) Limited
		Reynolds Subco (UK) Limited
		SIG Holdings (UK) Limited
		Reynolds Consumer Products (UK) Limited
		IVEX Holdings, Ltd.
		Kama Europe Limited

UNITED STATES		Bakers Choice Products, Inc.
		Closure Systems International Holdings Inc.
		Closure Systems International Inc.
		Closure Systems Mexico Holdings LLC
		CSI Mexico LLC
		CSI Sales & Technical Services Inc.
		Reynolds Consumer Products Holdings Inc.
		Reynolds Consumer Products, Inc.
		Reynolds Foil Inc.
		Reynolds Group Holdings Inc.
		Reynolds Group Issuer LLC
		Reynolds Group Issuer Inc.
		Reynolds Packaging Machinery Inc.
		Reynolds Services Inc.
		SIG Combibloc Inc.
		SIG Holding USA, Inc.
		Southern Plastics Inc.
		Closure Systems International Americas, Inc.
		Blue Ridge Holding Corp.
		Blue Ridge Paper Products Inc.
		BRPP, LLC
		Evergreen Packaging Inc.
		Evergreen Packaging USA Inc.
		Evergreen Packaging International (US) Inc.
		Reynolds Packaging, Inc.
		Reynolds Flexible Packaging Inc.
		Ultra Pac, Inc.
		Reynolds Food Packaging LLC
		Reynolds Packaging Kama Inc.
		Reynolds Packaging LLC

SCHEDULE B
TO THE REAFFIRMATION AGREEMENT

Part I
List of the Reaffirmed Security Documents
Collateral Agent: The Bank of New York Mellon


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
BRAZIL	Pledge Agreement over Receivables and other Credit Rights between The Bank of New York Mellon and Closure Systems International (Brazil) Sistemas de Vedação Ltda. dated as of January 29, 2010.	“Secured Obligations”

	Accounts Pledge Agreement between The Bank of New York Mellon and Closure Systems International (Brazil) Sistemas de Vedação Ltda. dated as of January 29, 2010.

	Pledge Agreement over Inventory, Equipment and other Assets between The Bank of New York Mellon and Closure Systems International (Brazil) Sistemas de Vedação Ltda. dated as of January 29, 2010.

	Quota Pledge Agreement between The Bank of New York Mellon, Closure Systems International BV, Closure Systems International Holdings Inc. and Closure Systems International (Brazil) Sistemas de Vedação Ltda. dated as of January 29, 2010.

	Accounts Pledge Agreement between The Bank of New York Mellon and SIG Combibloc do Brasil Ltda. dated as of March 30, 2010.

	Pledge Agreement over Receivables and other Credit Rights between The Bank of New York Mellon and SIG Combibloc do Brasil Ltda. dated as of March 30, 2010.

	Quota Pledge Agreement between The Bank of New York Mellon, SIG Euro Holding AG & Co. KGaA, SIG Beverages Germany GmbH and SIG Beverages Brasil Ltda. dated as of March 30, 2010.

BRITISH VIRGIN ISLANDS	Debenture dated December 2, 2009 granted by CSI Latin American Holdings Corporation. Share charge dated December 2, 2009 granted by Closure Systems International B.V. over shares in CSI Latin American Holdings Corporation.	“Secured Liabilities”


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
CANADA	Canadian General Security Agreement dated as of December 2, 2009 granted by Closure Systems International (Canada) Limited to The Bank of New York Mellon, as collateral agent.	“Obligations”

	Canadian Pledge Agreement dated as of December 2, 2009 granted by Closure Systems International B.V. to The Bank of New York Mellon, as collateral agent, relating to the shares in Closure Systems International (Canada) Limited .

	Canadian General Security Agreement dated as of May 4, 2010 granted by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon.

	Canadian Pledge Agreement dated as of May 4, 2010 granted by Evergreen Packaging International B.V. in favour of The Bank of New York Mellon in respect of shares in Evergreen Packaging Canada Limited.

	Deed of Hypothec granted by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon dated June 28, 2010.

	Bond issued under said Deed of Hypothec by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon dated June 28, 2010.

	Bond Pledge Agreement granted by Evergreen Packaging Canada Limited in favour of The Bank of New York Mellon dated June 28, 2010.

	Canadian General Security agreement dated as of September 1, 2010 between Reynolds Food Packaging Canada Inc. and The Bank of New York Mellon.

	Canadian Pledge Agreement dated as of September 1, 2010 between Reynolds Packaging International B.V. and The Bank of


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	New York Mellon, relating to shares in Reynolds Food Packaging Canada Inc.

	Deed of Hypothec granted by Reynolds Food Packaging Canada Inc. in favour of The Bank of New York Mellon dated September 1, 2010.

	Bond issued under said Deed of Hypothec by Reynolds Food Packaging Canada Inc. in favour of The Bank of New York Mellon dated September 1, 2010.

	Bond Pledge Agreement granted by Reynolds Food Packaging Canada Inc. in favour of The Bank of New York Mellon dated September 1, 2010.

GERMANY	Notarial Share Pledge Agreement dated November 5, 2009 and entered into between by SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Holding GmbH, as amended by a notarial confirmation and amendment agreement dated May 4, 2010.	“Obligations”

	Notarial share pledge agreement dated November 5, 2009 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Holding GmbH, SIG Combibloc GmbH, SIG Beverages Germany GmbH, SIG International Services GmbH and SIG Information Technology GmbH, as amended by a notarial confirmation and amendment agreement dated May 4, 2010.

	Notarial Share Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc GmbH, SIG Combibloc Systems GmbH and SIG Vietnam Beteiligungs GmbH, as amended by a notarial confirmation and amendment


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	agreement dated May 4, 2010.

	Notarial Share Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in SIG Combibloc Zerspanungstechnik GmbH, as amended by a notarial confirmation and amendment agreement dated May 4, 2010.

	Notarial Share Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International B.V. as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in Closure Systems International Holdings (Germany) GmbH, as amended by a notarial confirmation and amendment agreement dated May 4, 2010.

	Notarial Share Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees relating to the shares in Closure Systems International Deutschland GmbH, as amended by a notarial confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Euro Holding AG & Co. KGaA as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Holding GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Beverages Germany GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Vietnam Beteiligungs GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG International Services GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between SIG Information Technology GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009, and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5,


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	2009, and entered into between SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009, and entered into between SIG Schweizerische Industrie-Gesellschaft AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated November 5, 2009, and entered into between SIG allCap AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between as SIG Euro Holding AG & Co. KGaA assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc Holding GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Beverages Germany GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Vietnam Beteiligungs GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG International Services GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between SIG Information Technology GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Global Assignment Agreement dated November 5, 2009 and entered into between Closure Systems International Holdings (Germany) GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Global Assignment Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Security Transfer Agreement dated November 5, 2009 and entered into between SIG Combibloc Zerspanungstechnik GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Security Transfer Agreement dated November 5, 2009 and entered into between Closure Systems International Deutschland GmbH as transferor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	IP Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc Systems GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	IP Assignment Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Security Purpose Agreement dated November 5, 2009 and entered into between SIG Combibloc GmbH and Closure Systems International Deutschland Real Estate GmbH & Co. KG (now collapsed into Closure Systems International Deutschland GmbH) as chargors and The Bank of New York Mellon as Collateral Agent relating to certain land charges, as amended by a confirmation and amendment agreement dated May 4, 2010.

	IP Assignment Agreement dated December 2, 2009, and entered into between SIG Technology AG as assignor and The Bank of New York Mellon as Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	IP Assignment Agreement dated December 2, 2009, and entered into between SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) as assignor and The Bank of New York Mellon as


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Collateral Agent, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Account Pledge Agreement dated December 2, 2009, and entered into between SIG Combibloc Procurement AG as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee and others as pledgees, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Partnership Interest Pledge Agreement dated January 29, 2010, and entered into between SIG Reinag AG as pledgor and The Bank of New York Mellon as Collateral Agent and pledgee and others as pledgees relating to the general partnership interest in SIG Euro Holding AG & Co. KGaA, as amended by a confirmation and amendment agreement dated May 4, 2010.

	Non-notarized Share Pledge Agreement dated November 5, 2009 and entered into between SIG Combibloc Group AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee relating to the shares in SIG Euro Holding AG & Co. KGaA, as amended by a confirmation and amendment agreement dated 4 May 2010.

JAPAN	Blanket Security Over Shares Agreement, dated as of December 2, 2009, among The Bank of New York Mellon, as Collateral Agent, the Secured Parties (as defined therein) and Closure Systems International B.V.	“Obligations”

LUXEMBOURG	Share Pledge Agreement dated November 5, 2009 and entered into between Reynolds Group Holdings Limited as pledgor and the Collateral Agent, such pledge being granted over the shares held by Reynolds Group Holdings Limited in the share capital of Beverage Packaging Holdings (Luxembourg) I S.A.	“Secured Obligations”

	Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) I S.A. in the share capital of Beverage Packaging Holdings (Luxembourg) III S.à r.l.

	Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) I S.A. in the share capital of Reynolds Group Issuer (Luxembourg) S.A.

	Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in the share capital of Closure Systems International (Luxembourg) S.à r.l.

	Share Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, such pledge being granted over the shares held by Beverage Packaging Holdings (Luxembourg) III S.à r.l. in the share capital of Reynolds Consumer Products (Luxembourg) S.à r.l. Pledge Over Receivables dated November 5, 2009 and entered into by Reynolds Group Issuer (Luxembourg) S.A. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Reynolds Group Issuer (Luxembourg) S.A. towards Beverage Packaging Holdings (Luxembourg) III S.à r.l. under a proceeds loan agreement.

	Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Beverage Packaging Holdings


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	(Luxembourg) III S.à r.l. towards Beverage Packaging Holdings (Luxembourg) I S.A.

	Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) I S.A. towards Beverage Packaging Holdings (Luxembourg) III S.à r.l.

	Pledge Over Receivables dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) II S.A. as pledgor and the Collateral Agent, such pledge being granted over the claims the pledgor owns against Beverage Packaging Holdings (Luxembourg) I S.A. under certain proceeds loans made by Beverage Packaging Holdings (Luxembourg) II S.A. to Beverage Packaging Holdings (Luxembourg) I S.A.

	Pledge Over Receivables dated November 5, 2009 and entered into between SIG Finance (Luxembourg) S.à r.l. (in liquidation) as pledgor and the Collateral Agent, such pledge being granted over certain receivables held by SIG Finance (Luxembourg) S.à r.l. (in liquidation) towards Beverage Packaging Holdings (Luxembourg) III S.à r.l. and SIG Austria Holding GmbH.

	Profit Participating Bonds Pledge Agreement dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, such pledge being granted over the Bonds (as defined therein) issued by Beverage Packaging Holdings (Luxembourg) III S.à r.l. and held by Beverage Packaging Holdings (Luxembourg) I S.A.

	Pledge Over Bank Accounts dated November 5, 2009 and entered into between SIG Finance (Luxembourg) S.à r.l. (in liquidation) as pledgor and the Collateral Agent over certain bank accounts opened with Société Générale Bank & Trust.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Pledge Over Bank Accounts dated November 5, 2009 and entered into between Closure Systems International (Luxembourg) S.à r.l. as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank.

	Pledge Over Bank Accounts dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank.

	Pledge Over Bank Accounts dated November 5, 2009 and entered into between Beverage Packaging Holdings (Luxembourg) III S.à r.l. as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank.

	Pledge Over Bank Accounts dated November 5, 2009 and entered into between Reynolds Consumer Products (Luxembourg) S.à r.l. as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank.

	Pledge Over Bank Accounts dated November 5, 2009 and entered into between Reynolds Group Issuer (Luxembourg) S.A. as pledgor and the Collateral Agent, over certain bank accounts opened with the Luxembourg Account Bank.

	Pledge Over Receivables dated December 2, 2009 and entered into between Reynolds Group Holdings Limited as pledgor and the Collateral Agent in the presence of Beverage Packaging Holdings (Luxembourg) I S.A., such pledge being granted over certain receivables held by Reynolds Group Holdings Limited towards Beverage Packaging Holdings (Luxembourg) I S.A. under an intercompany loan agreement.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Share Pledge Agreement dated January 29, 2010 and entered into between SIG Asset Holdings Limited as pledgor and the Collateral Agent in the presence of SIG Finance (Luxembourg) S.à r.l. (in liquidation), such pledge to be granted over the shares held by SIG Asset Holdings Limited in the share capital of SIG Finance (Luxembourg) S.à r.l. (in liquidation).

	Pledge Over Receivables dated February 23, 2010 and entered into between Beverage Packaging Holdings (Luxembourg) I S.A. as pledgor and the Collateral Agent in the presence of SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA, such pledge being granted over certain receivables held by Beverage Packaging Holdings (Luxembourg) I S.A. towards SIG Austria Holding GmbH and SIG Euro Holding AG & Co. KGaA under certain intercompany loan agreements.

	Pledge Over Shares Agreement dated May 4, 2010 between SIG Combibloc Holding GmbH and The Bank of New York Mellon in respect of shares in Evergreen Packaging (Luxembourg) S.à r.l.

	Pledge Over Bank Accounts dated May 4, 2010 between Evergreen Packaging (Luxembourg) S.à r.l and The Bank of New York Mellon. Pledge Over Receivables dated May 4, 2010 between Beverage Packaging Holdings (Luxembourg) III S.à r.l. and The Bank of New York Mellon.

MEXICO	Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated January 29, 2010 executed by and among Grupo CSI de México, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., CSI en Ensenada, S. de R.L. de C.V., CSI Tecniservicio, S. de R.L. de C.V., Bienes Industriales del Norte, S.A. de C.V., and Técnicos de Tapas Innovativas, S.A. de C.V. as pledgors, and The Bank of New York Mellon	“Obligaciones Garantizadas”


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee as pledgee.

	Equity Interests Pledge Agreement (Contrato de Prenda sobre Acciones y Partes Sociales) dated January 29, 2010 executed by and among Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., and Closure Systems Mexico Holdings LLC, as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgment of Bienes Industriales del Norte, S.A. de C.V., Técnicos de Tapas Innovativas, S.A. de C.V., CSI Tecniservicio, S. de R.L. de C.V., and CSI en Ensenada, S. de R.L. de C.V.

	Irrevocable Security Trust Agreement with Reversion Rights number F/00737 (Contrato de Fideicomiso de Garantía con Derechos de Reversión No. F/00737), dated January 29, 2010 executed by and among CSI en Saltillo, S. de R.L. de C.V., as trustor, The Bank of New York Mellon, S.A., Institución de Banca Múltiple, as trustee, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as first place beneficiary.

	Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated May 4, 2010, executed by and between Evergreen Packaging Mexico, S. de R.L. de C.V., as pledgor, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee.

	Partnership Interest Pledge Agreement (Contrato de Prenda sobre Parte Social) dated May 4, 2010, executed by and between Evergreen Packaging International B.V., as


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	pledgor, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgment of Evergreen Packaging Mexico, S. de R.L. de C.V.

	Floating Lien Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated September 1, 2010, executed by and among Maxpack, S. de R.L. de C.V. and Reynolds Metals Company de Mexico, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee.

	Partnership Interests Pledge Agreement (Contrato de Prenda sobre Partes Sociales) dated September 1, 2010, executed by and among Reynolds Packaging International B.V., Closure Systems International B.V. and Reynolds Metals Company de Mexico, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgment of Maxpack, S. de R.L. de C.V.

NETHERLANDS	Notarial Deed of Pledge of Registered Shares dated November 5, 2009 between Closure Systems International (Luxembourg) S.à r.l. as pledgor, the Pledgee and Closure Systems International B.V. as the Company.	“Secured Obligations”

	Notarial deed of pledge of registered shares dated November 5, 2009 between Reynolds Consumer Products (Luxembourg) S.à r.l. as pledgor, the Pledgee and Reynolds Consumer Products International B.V. as the Company.

	Disclosed Pledge of Bank Accounts dated November 5, 2009 between Closure Systems International B.V. and Reynolds Consumer Products International B.V. and the Pledgee (as defined therein).


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Disclosed Pledge of Bank Accounts dated May 4, 2010 between Evergreen Packaging International B.V. and The Bank of New York Mellon.

	Notarial Deed of Pledge of Registered Shares dated May 4, 2010 between Evergreen Packaging (Luxembourg) S.à.r.l and The Bank of New York Mellon in respect of shares in Evergreen Packaging International B.V.

	Disclosed Pledge of Bank Accounts dated September 1, 2010 between Reynolds Packaging International B.V. and The Bank of New York Mellon.

	Notarial Deed of Pledge of Registered Shares dated September 1, 2010 between Closure Systems International B.V. and The Bank of New York Mellon in respect of shares in Reynolds Packaging International B.V.

NEW ZEALAND	General Security Deed (first ranking) dated November 5, 2009 between Reynolds Group Holdings Limited as Chargor and The Bank of New York Mellon in its capacity as Collateral Agent	“Secured Liabilities”

	Specific Security Deed (first ranking) dated November 5, 2009 between Reynolds Group Holdings Limited as Chargor and The Bank of New York Mellon in its capacity as Collateral Agent

UNITED KINGDOM	Debenture granted by Reynolds Subco (UK) Limited (formerly, BACO Consumer Products Limited) dated December 2, 2009.	“Secured Liabilities”

	Security Over Shares Agreement over shares in Closure Systems International (UK) Limited granted by Closure Systems International B.V. dated December 2, 2009.

	Debenture granted by Closure Systems International (UK) Limited dated December 2, 2009.

	Security Over Shares Agreement over shares in


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Reynolds Consumer Products (UK) Limited granted by Reynolds Consumer Products International B.V. dated December 2, 2009.

	Debenture granted by Reynolds Consumer Products (UK) Limited dated December 2, 2009.

	Debenture granted by SIG Combibloc Limited dated December 2, 2009.

	Security Over Shares Agreement over shares in SIG Holdings (UK) Limited granted by SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) dated December 2, 2009.

	Debenture granted by SIG Holdings (UK) Limited dated December 2, 2009.

	Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Reynolds Consumer Products International B.V. in favour of The Bank of New York Mellon as collateral agent dated March 10, 2010.

	Security Assignment of Contractual Rights dated December 2, 2009 entered into by and between The Bank of New York Mellon and Beverage Packaging Holdings (Luxembourg) III S.à r.l relating to loans made to SIG Euro Holding AG & Co KGaA and Closure Systems International B.V.

	Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Closure Systems International B.V. in favour of The Bank of New York Mellon as collateral agent dated March 10, 2010.

	Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Closure Systems International (Luxembourg) S.à r.l in favour of The Bank of New York Mellon as collateral


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	agent dated March 10, 2010.

	Security Assignment of Contractual Rights under a global loan agreement dated November 5, 2009 granted by Reynolds Consumer Products (Luxembourg) S.à r.l in favour of The Bank of New York Mellon as collateral agent dated March 10, 2010.

	Security Assignment of Contractual Rights under a specific contract (of around EUR (7 million)) between Beverage Packaging Holdings (Luxembourg) I S.A. as lender and SIG Austria Holding GmbH as borrower dated February 23, 2010.

	Security Over Shares Agreement between SIG Combibloc Holding GmbH and The Bank of New York Mellon, in respect of the shares in SIG Combibloc Limited dated August 16, 2010.

	Debenture between IVEX Holdings, Ltd. and The Bank of New York Mellon dated September 1, 2010.

	Debenture between Kama Europe Limited and The Bank of New York Mellon dated September 1, 2010.

	Security Over Shares Agreement between Reynolds Packaging International B.V. and The Bank of New York Mellon, relating to shares in Ivex Holdings, Ltd dated September 1, 2010.

UNITED STATES	U.S. Collateral Agreement, dated as of November 5, 2009, among Reynolds Group Holdings, Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., each Subsidiary of Holdings from time to time party thereto and The Bank of New York Mellon, as Collateral Agent.	“Obligations”

	Patent Security Agreement dated as of September 1, 2010 between Ultra Pac, Inc., Reynolds

SCHEDULE B
TO THE REAFFIRMATION AGREEMENT

Part II
List of the Reaffirmed Security Documents
Collateral Agent: Wilmington Trust


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
AUSTRALIA	Equitable Mortgage of Shares dated June 17, 2010 between Whakatane Mill Limited as mortgagor and Wilmington Trust (London) Limited as mortgagee relating to the Share shares in Whakatane Mill Australia Pty Limited.	“Secured Liabilities”

AUSTRIA	Share Pledge Agreement dated March 4, 2010 over the shares in SIG Austria Holding GmbH granted by SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) in favour of the Collateral Agent.	“Secured Obligations”

	Share Pledge Agreement dated March 4, 2010 over the shares in SIG Combibloc GmbH granted by SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) in favour of the Collateral Agent.

COSTA RICA	Pledge of Quotas Agreement, executed by Closure Systems International B.V. This document was executed on January 29, 2010, by Closure Systems International B.V. (as Pledgor) and also by Wilmington Trust (London) Limited (as Pledgee).	“Obligations”

GERMANY	Account Pledge Agreement dated February 3, 2010 entered into between SIG Asset Holdings Limited as pledgor Wilmington Trust (London) Limited as Collateral Agent and as pledgee and others as pledges, as amended by a confirmation and amendment agreement dated 4 May 2010.	“Obligations”

GUERNSEY	Security Interest Agreement over Securities relating to SIG Asset Holdings Limited dated January 29, 2010 between SIG Combibloc Group AG and Wilmington Trust (London) Limited as Collateral Agent	“Obligations”

	Security Interest Agreement over Third Party Bank Account of SIG Asset Holdings Limited dated January 29, 2010 between SIG Asset Holdings Limited and Wilmington Trust (London) Limited as Collateral Agent


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
HONG KONG	Security over Shares Agreement dated February 25, 2010 entered into by Closure Systems International B.V. over its shares in Closure Systems International (Hong Kong) Limited.	“Secured Liabilities”

	Security over Shares Agreement dated February 25, 2010 entered into by SIG Finanz AG (now assumed by SIG Combibloc Group AG by way of merger effective June 15, 2010) over its shares in SIG Combibloc Limited.

	Debenture granted by Closure Systems International (Hong Kong) Limited dated February 25, 2010.

	Debenture granted by SIG Combibloc Limited dated February 25, 2010.

	Debenture granted by Evergreen Packaging (Hong Kong) Limited dated May 4, 2010.

	Security over shares agreement dated May 4, 2010 entered into by Evergreen Packaging International B.V. over its shares in Evergreen Packaging (Hong Kong) Limited.

HUNGARY	Quota Charge Agreement dated January 29, 2010 over quotas in CSI Hungary Kft granted by Closure Systems International B.V. in favour of Wilmington Trust (London) Limited.	“Obligations”

	Quota Charge Agreement dated January 29, 2010 over quotas in Closure Systems International Holdings (Hungary) Kft granted by Closure Systems International B.V. in favour of Wilmington Trust (London) Limited.

	Agreement Constituting Floating Charge dated January 29, 2010 granted by Closure Systems International Holdings (Hungary) Kft in favour of Wilmington Trust (London) Limited.

	Charge and Security Deposit Over Bank Accounts Agreement dated January 29, 2010 granted by Closure Systems International Holdings (Hungary) Kft in favour of Wilmington Trust (London) Limited.


		Local term covering
		“Obligations” as defined in
JURISDICTION	DOCUMENTS	the FLICA
	Agreement Constituting Floating Charge dated January 29, 2010 granted by CSI Hungary Kft in favour of Wilmington Trust (London) Limited.

	Agreement Constituting Framework Fixed Charge Over Moveable Assets dated January 29, 2010 granted by CSI Hungary Kft in favour of Wilmington Trust (London) Limited.

	Charge and Security Deposit Over Bank Accounts Agreement dated January 29, 2010 granted by CSI Hungary Kft in favour of Wilmington Trust (London) Limited.

NEW ZEALAND	General Security Deed dated May 28, 2010 between Whakatane Mill Limited and Wilmington Trust (London) Limited.	“Secured Liabilities”

	Specific Security Deed dated May 28, 2010 in respect of shares in Whakatane Mill Limited, between SIG Combibloc Holding GmbH and Wilmington Trust (London) Limited.

	Real property mortgages given by Whakatane Mill Limited in respect of the following certificates of title: SA685/3; SA658/133; SA657/97; SA1743/3; SA942/52; SA5B/958; SA26C/782; SA1006/36; SA1443/56 and SA802/138.

THAILAND	Share Pledge Agreement in respect of shares in SIG Combibloc Ltd granted by SIG Combibloc Holding GmbH dated January 29, 2010 between SIG Combibloc Holding GmbH as pledgor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein).	“Obligations”

UNITED KINGDOM	Security Over Cash Agreement granted by CSI Hungary Gyarto es Kereskedelmi Kft, dated January 29, 2010, in favour of Wilmington Trust (London) Limited as the collateral agent.	“Secured Liabilities”

SCHEDULE E
TO THE REAFFIRMATION AGREEMENT

Limitations

(a) Notwithstanding any other provisions of the Credit Agreement or any other Credit Document, the obligations of any Guarantor incorporated in Luxembourg (the “Luxembourg Guarantor”) under (i) Section 10.01 of the Credit Agreement, (ii) Article X of the Senior Secured Notes Indenture in respect of the 7.75% Senior Secured Notes due 2016, (iii) Article X of the Senior Unsecured Notes Indenture in respect of the 8.5% Senior Unsecured Notes due 2018, (iv) Article X of the Senior Secured Notes Indenture in respect of the 7.125% Senior Secured Notes due 2019, (v) Article X of the Senior Unsecured Notes Indenture in respect of the 9.000% Senior Unsecured Notes due 2019 and (vi) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any Loan Party that is not a direct or indirect subsidiary of such Luxembourg Guarantor (in this Schedule the “Luxembourg Guarantees”), shall be limited at any time to an aggregate amount not exceeding the higher of 90%:

a. the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in article 34 of the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “2002 Law”) as at the date of demand of payment under the Luxembourg Guarantees, increased by the amount of any Luxembourg Intra-Group Liabilities (as defined below); and

b. the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in article 34 of the 2002 Law as at the date of entry into any of the Luxembourg Guarantees, increased by the amount of any Luxembourg Intra-Group Liabilities (as defined below).

(b) The limitation set forth in the above clause (a) shall not apply to any amounts due by a Loan Party which has been directly or indirectly advanced to such Luxembourg Guarantor or any of its subsidiaries.

(c) The term “Luxembourg Intra-Group Liabilities” means any amounts owed by the Guarantor to Holdings or any Subsidiaries that have not been financed (directly or indirectly) by any indebtedness under the Credit Documents.

(d) For the avoidance of doubt, the limitation set forth in the above clause (a) shall not apply to or in any way limit any security interests granted by a collateral agreement entered into by a Luxembourg Guarantor.

(e) The obligations of each Luxembourg Guarantor under the Luxembourg Guarantees shall not include any obligations that, if incurred, would constitute a breach of the provisions on financial assistance as defined by Article 49-6 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, to the extent applicable, at the date of the Luxembourg Guarantees, to Luxembourg Guarantors having the form of a private limited liability company.


		REYNOLDS GROUP HOLDINGS LIMITED

		By		/s/ Cindi Lefari Name:
				Title: Authorised Signatory

		and witnessed by

				/s/ Karen Mower
				Name:
				Address: Sydney, Australia
				Occupation: Lawyer

		WHAKATANE MILL LIMITED

		By		/s/ Cindi Lefari

				Name:
				Title: Authorised Signatory

		and witnessed by

				/s/ Karen Mower
				Name:
				Address: Sydney, Australia
				Occupation: Lawyer


WILMINGTON TRUST (LONDON) LIMITED, in its capacity as Collateral Agent,
	By:	/s/ Elaine Lockhart
		Name:	Elaine Lockhart
		Title:	Relationship Manager


REYNOLDS GROUP HOLDINGS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary


CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By	/s/ Guilherme Rodngues Miranda
	Name:	Guilherme Rodngues Miranda
	Title:	Manager

SIG BEVERAGES BRASIL LTDA.
By	/s/ Felix Colas Morea
	Name:	Felix Colas Morea
	Title:	Manager

SIG COMBIBLOC DO BRASIL LTDA.
By	/s/ Ricardo Lanca Rodriguez
	Name:	Ricardo Lanca Rodriguez
	Title:	Manager


By	/s/ Edmara Iansen Wieczorek
	Name:	Edmara Iansen Wieczorek
	Title:	Manager


CSI LATIN AMERICAN HOLDINGS CORPORATION
	By	/s/ Pru Wyllie
		Name:	Pru Wyllie
		Title:	Attorney


CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L.
	By	/s/ Pru Wyllie
		Name:	Pru Wyllie
		Title:	Attorney


CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

	By	/s/ Chiara Brophy
		Name:	Chiara Brophy
		Title:	Authorised Signatory

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
	By	/s/ Chiara Brophy
		Name:	Chiara Brophy
		Title:	Authorised Signatory

SIG BEVERAGES GERMANY GMBH
	By	/s/ Chiara Brophy
		Name:	Chiara Brophy
		Title:	Authorised Signatory

SIG COMBIBLOC GMBH
	By	/s/ Chiara Brophy
		Name:	Chiara Brophy
		Title:	Authorised Signatory

SIG COMBIBLOC HOLDING GMBH
	By	/s/ Chiara Brophy
		Name:	Chiara Brophy
		Title:	Authorised Signatory


REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 6C Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957
By	/s/ Cindi Lefari
	Name:	Cindi Lefari
	Title:	Authorised Signatory


BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
	By	/s/ Stephen Pardy
		Name:	Stephen Pardy
		Title:	Attorney

CSI EN ENSENADA, S. DE R.L. DE C.V.
	By	/s/ Stephen Pardy
		Name:	Stephen Pardy
		Title:	Attorney

CSI EN SALTILLO, S. DE R.L. DE C.V.
	By	/s/ Stephen Pardy
		Name:	Stephen Pardy
		Title:	Attorney

CSI TECNISERVICIO, S. DE R.L. DE C.V.
	By	/s/ Stephen Pardy
		Name:	Stephen Pardy
		Title:	Attorney

EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.
	By	/s/ Stephen Pardy
		Name:	Stephen Pardy
		Title:	Attorney


REYNOLDS PACKAGING INC.
	By	/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Assistant Secretary

REYNOLDS PACKAGING KAMA INC.
	By	/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Assistant Secretary

REYNOLDS PACKAGING LLC
	By	/s/ Cindi Lefari
		Name:	Cindi Lefari
		Title:	Assistant Secretary

REYNOLDS PACKAGING MACHINERY INC.
	By	/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Assistant Secretary

REYNOLDS SERVICES INC.
	By	/s/ Helen Dorothy Golding
		Name:	Helen Dorothy Golding
		Title:	Secretary


THE BANK OF NEW YORK MELLON, in its capacity as Trustee and Collateral Agent,
	By:	/s/ Catherine F. Donohue
		Name:	Catherine F. Donohue
		Title:	Vice President