exv4w194


		EXHIBIT 4.194

SIG EURO HOLDING AG & CO. KGAA, SIG COMBIBLOC
SYSTEMS GMBH, SIG COMBIBLOC HOLDING GMBH, CLOSURE
SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, SIG
COMBIBLOC GMBH, SIG BEVERAGES GERMANY GMBH, SIG
INTERNATIONAL SERVICES GMBH, SIG INFORMATION TECHNOLOGY
GMBH, SIG VIETNAM BETEILIGUNGS GMBH, SIG COMBIBLOC
ZERSPANUNGSTECHNIK GMBH, CLOSURE SYSTEMS INTERNATIONAL
DEUTSCHLAND GMBH, SIG COMBIBLOC GROUP AG, SIG FINANZ AG,
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG, SIG ALLCAP
AG, SIG COMBIBLOC PROCUREMENT AG

and

SIG REINAG AG

as Pledgors

and

THE BANK OF NEW YORK MELLON

as Collateral Agent

and

OTHERS

CONFIRMATION AND AMENDMENT AGREEMENT

(Bestätigungs- und Änderungsvertrag)
relating to certain pledge agreements entered in connection with a
USD 1,155,000,000 and EUR 330,000,000 multi-currency term and
revolving credit agreement dated 5 November 2009 and a senior
secured note indenture in respect of senior secured notes due 2016 in
the aggregate principal amount of USD 1,125,000,000 dated
5 November 2009

The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit 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

Contents


Clause	Page
1. Definitions and Language		5
2. Confirmation and Amendments		8
3. Continuity and further Assurance		10
4. Notice of Interest Pledge		12
5. Notice of Account Pledges		12
6. Partial Invalidity		14
7. Amendments		14
8. Applicable law; Jurisdiction		14
9. Conclusion of the Agreement (Vertragsschluss)		14
Schedule 1 List of Financial Institutions		16
Schedule 2 List of Current Borrowers, Current Guarantors, Current Senior Secured Note Guarantors		37
Part 1 The Current Borrowers		37
Part 2 The Current Guarantors		37
Part 3 The Current Senior Secured Note Guarantors		40
Schedule 3 Form of Notice		44
Part 1 Form of Notice for Existing Bank Accounts		44
Part 2 Form of Notice for New Bank Accounts		48

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This CONFIRMATION AND AMENDMENT AGREEMENT (the “Agreement”) is made on 4 May 2010

BETWEEN:

(1)		SIG EURO HOLDING AG & CO. KGAA, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5754;

(2)		SIG COMBIBLOC SYSTEMS GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3935;

(3)		SIG COMBIBLOC HOLDING GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i.Br. under HRB 620756;

(4)		CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 41388;

(5)		SIG COMBIBLOC GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 5182;

(6)		SIG BEVERAGES GERMANY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i.Br. under HRB 702482;

(7)		SIG INTERNATIONAL SERVICES GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 3925;

(8)		SIG INFORMATION TECHNOLOGY GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düren under HRB 4050;

(9)		SIG VIETNAM BETEILIGUNGS GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i.Br. under HRB 621587;

(10)		SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Aachen under HRB 3814;

(11)		CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz under HRB 10054;

(12)		SIG COMBIBLOC GROUP AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.149-2;

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(13)		SIG FINANZ AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.147-6;

(14)		SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.004.148-4;

(15)		SIG ALLCAP AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.013.656-7;

(16)		SIG COMBIBLOC PROCUREMENT AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.016.591-1;

(17)		SIG REINAG AG, registered in the Commercial Register of the Canton of Schaffhausen with the federal register number CH-290.3.003.796-7 (the “Interest Pledgor”);

(18)		THE BANK OF NEW YORK MELLON, having its business address at 1 Wall Street, New York, N.Y. 10286, The United States of America in its capacity as collateral agent for the Secured Parties (as defined below) under the First Lien Intercreditor Agreement (as defined below) (the “Collateral Agent”); and

(19)		the institutions, listed in Schedule 1 (List of financial institutions) hereto in their capacity as lenders, issuing banks, hedge counterparties, administrative agent, local facility providers, cash management banks under the Amended Credit Agreement (as defined below) and indenture trustee under the Senior Secured Note Indenture (as defined below);

(the companies named in (1) to (16) are hereinafter referred to as the “Account Pledgors” and each of them as “Account Pledgor” and together with the Interest Pledgor as the “Pledgors” and each of them a “Pledgor”, the parties named to in (18) and (19) are hereinafter referred to as the Current Pledgees).

WHEREAS:

(A)

Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit agreement dated 5 November 2009 (as amended by an amendment agreement dated 21 January 2010) between, inter alia, the parties listed in Part 1 of Schedule 2 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 2 of Schedule 2 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and others (the “Original Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may

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		accede to the Original Credit Agreement as additional borrowers.

(B)		Pursuant to a senior secured note indenture dated 5 November 2009 between, inter alia, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., and Reynolds Group Issuer (Luxembourg) S.A as issuers (the “Issuers”), certain affiliates of the Issuers listed in Part 3 of Schedule 2 as current senior secured note guarantors (the “Current Senior Secured Note Guarantors”) and The Bank of New York Mellon, as indenture trustee, principal paying agent, transfer agent, collateral agent and registrar, (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Senior Secured Note Indenture”), the Issuers have issued senior secured notes due 2016 in the aggregate principal amount of USD 1,125,000,000 (the “US Secured Notes”) and senior secured notes due 2016 in the aggregate principal amount of EUR 450,000,000 (the “Euro Secured Notes” and together with the US Secured Notes the “Senior Secured Notes”) to certain noteholders.

(C)		Pursuant to the Original Credit Agreement and the Senior Secured Note Indenture the Pledgors have entered into the Pledge Agreements (as defined below).

(D)		Pursuant to an amendment No. 2 and incremental term loan assumption agreement relating to the Original Credit Agreement dated on or about the date of this Agreement between, inter alia, the Current Borrowers, the Current Guarantors, Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) as administrative agent and others (the “Amendment No. 2 and Incremental Term Loan Assumption Agreement”) the Original Credit Agreement has been amended (the “Amended Credit Agreement”) to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 (of which USD 800,000,000 were committed by certain incremental term lenders), extend the final maturity of the U.S. term loans made available thereunder to 5 May 2016 and to adjust the repayment schedule for the U.S. term loans (the “Amendments”).

(E)		It has been agreed in the Pledge Agreements (as defined below) that any reference in such Pledge Agreement (as defined below) to the “Credit Agreement” is a reference to the Original Credit Agreement as amended, varied, novated, supplemented, superseded or extended from time to time, including pursuant to the Amendment No.2 and Incremental Term Loan Assumption Agreement.

(F)		By executing the First Lien Intercreditor Agreement or an assignment and acceptance or additional bank secured party acknowledgement relating to the Original Credit Agreement Agreement each of the parties set out in Schedule 1 hereto has ratified and confirmed the declarations of the Collateral Agent made pursuant to clause 2.3 of each Account Pledge

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Agreement (as defined below) and clause 3.3 of the Interest Pledge Agreement (as defined below). The Pledgors and the Current Pledgees confirm that thereby the parties listed in Schedule 1 hereto have become Pledgees (as defined in the relevant Pledge Agreements) under the Pledge Agreements (as defined below).

NOW IT IS HEREBY AGREED as follows:

DEFINITIONS AND LANGUAGE

1.1		Definitions

		In this Agreement:

		“Amended Security Agreements” means the Pledge Agreements as amended by this Agreement.

		“Account Pledge Agreements” means the following account pledge agreements:

	(a)		The account pledge agreement dated 5 November 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;

	(b)		The account pledge agreement dated 5 November 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;

	(c)		The account pledge agreement dated 5 November 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;

	(d)		The account pledge agreement dated 5 November 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;

	(e)		The account pledge agreement dated 5 November 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;

	(f)		The account pledge agreement dated 5 November 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;

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	(g)		The account pledge agreement dated 5 November 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;

	(h)		The account pledge agreement dated 5 November 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;

	(i)		The account pledge agreement dated 5 November 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;

	(j)		The account pledge agreement dated 5 November 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;

	(k)		The account pledge agreement dated 5 November 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;

	(l)		The account pledge agreement dated 5 November 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;

	(m)		The account pledge agreement dated 5 November 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;

	(n)		The account pledge agreement dated 5 November 2009 and entered into between SIG Finanz AG as pledgor and The Bank of New York Mellon as Collateral Agent and as pledgee and others as pledgees;

	(o)		The account pledge agreement dated 5 November 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;

	(p)		The account pledge agreement dated 5 November 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;

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(q)

The account pledge agreement dated 2 December 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 (the “SIG Procurement Account Pledge Agreement” and the account pledge agreements in (m) to (q) are together referred to as the “Swiss Account Pledge Agreements”).

		and “Account Pledge Agreement” means any of them.

		“Interest Pledge Agreement” means the partnership interest pledge agreement dated 29 January 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.

		“Pledge Agreements” means the Account Pledge Agreements and the Interest Pledge Agreement.

		“Swiss Grantor Security Agreement” means the Swiss Account Pledge Agreements and the Interest Pledge Agreement.

		“Tier 1 Account Pledge Agreements” means the Account Pledge Agreements other than the SIG Procurement Account Pledge Agreement and “Tier 1 Account Pledge Agreement” means any of them.

1.2		Construction

1.2.1		Any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a sub-Clause or a Schedule in this Agreement.

1.3		This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

1.4		This Agreement amends the Pledge Agreements on the terms set forth herein, and, for the purposes of interpretation, is hereby incorporated into the Pledge Agreements as of the date hereof and shall form a part thereof.

1.5		In this Agreement capitalised terms not otherwise defined herein shall have the meaning attributed thereto (including in the recitals) in the Pledge Agreements.

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CONFIRMATION AND AMENDMENTS

2.1

The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that

	(a)		recital (A) of each Tier 1 Account Pledge Agreement entered into between the Collateral Agent and that Pledgor shall be amended by replacing it in its entirety with the following wording:

	“(A)		Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit agreement dated 5 November 2009 (as amended by an amendment agreement dated 21 January 2010 and by the Amendment No. 2 and Incremental Assumption Agreement (as defined below)) between, inter alia, the parties listed in Part 1 of Schedule 1 hereto as original borrowers (the “Original Borrowers”), the parties listed in Part 2 of Schedule 1 hereto as original guarantors (the “Original Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) Credit Suisse AG, Cayman Island branch as administrative agent and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Credit Agreement”), certain lenders (together the “Original Lenders”) have granted certain facilities to the Original Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.”

	(b)		recital (A) of the SIG Procurement Account Pledge Agreement and the Interest Pledge Agreement shall be amended by replacing it in its entirety with the following wording:

	“(A)		Pursuant to a USD 1,155,000,000 and EUR 330,000,000 multi-currency term and revolving credit agreement dated 5 November 2009 (as amended by an amendment agreement dated 21 January 2010 and by the Amendment No. 2 and Incremental Assumption Agreement (as defined below)) between, inter alia, the parties listed in Part 1 of Schedule 1 hereto as current borrowers (the “Current Borrowers”), the parties listed in Part 2 of Schedule 1 hereto as current guarantors (the “Current Guarantors”), Credit Suisse AG, Cayman Island branch (formerly Credit Suisse, Cayman Island branch) Credit Suisse AG, Cayman Island branch as administrative agent and The Bank of New York Mellon as collateral agent and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Credit Agreement”), certain lenders (together the “Current Lenders”) have granted certain facilities to the Current Borrowers and certain other entities which may accede or may have acceded to the Credit Agreement as additional borrowers.”

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	(c)		Recital (D) of each Pledge Agreement entered into between the Collateral Agent and that Pledgor shall be replaced by the following wording:

			“(D) The security created by or pursuant to this Agreement is to be administered by the Collateral Agent for the Pledgees (as defined below) pursuant to a first lien intercreditor agreement dated 5 November 2009 (as amended by the Amendment No.1 and Joinder Agreement (as defined below)) between, inter alia, the Collateral Agent, Wilmington Trust (London) Limited as additional collateral agent, the Indenture Trustee, the Administrative Agent and the Grantors (each as defined below) and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “First Lien Intercreditor Agreement”).

	(d)		Clause 1.1 of each Pledge Agreement entered into between the Collateral Agent and that Pledgor shall be amended by

	(i)		inserting the following new definitions at the appropriate place within the alphabetical order with the following wording:

			“Amendment No.1 and Joinder Agreement” means the joinder agreement dated 21 January 2010 made among (amongst others) the Collateral Agent, Wilmington Trust (London) Limited as additional collateral agent, Credit Suisse AG and Reynolds Group Holdings Limited pursuant to which Wilmington Trust (London) Limited was appointed as additional collateral agent and became a party to the First Lien Intercreditor Agreement.”;

			“Amendment No. 2 and Incremental Assumption Agreement” means the amendment and incremental assumption agreement dated on or about 4 May 2010 relating to the Credit Agreement between, inter alia, the Borrowers and the guarantors under the Credit Agreement as of such date, the Administrative Agent and others pursuant to which the Credit Agreement is amended to, inter alia, increase the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 (of which USD 800,000,000 were committed by certain incremental term lenders), extend the final maturity of the U.S. term loans made available thereunder to 5 May 2016 and to adjust the repayment schedule for the U.S. term loans.”;

	(ii)		replacing the number “400,000,000” with the number “1,550,000,000” in the definition of “Incremental Assumption Agreement” in each Pledge Agreement;

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	(iii)		adding the words “(including any Incremental Revolving Credit Lender and any Incremental Term Lender)” after the words “in the future” in the definition of “Lender” in each Pledge Agreement;

	(iv)		adding the words “the Amendment No. 2 and Incremental Assumption Agreement,” after the first instance of the words “Credit Agreement, “ in the definition of “Loan Documents” in each Pledge Agreement; and

	(v)		replacing the words “together with all costs” with the words “including with respect to all costs” in the definition of “Obligations” in each of the Pledge Agreements.

2.2		The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that any reference in the Pledge Agreements to which they are a party to the term “Obligations” shall be read and construed as reference to the Obligations as amended by this Agreement.

2.3		The Collateral Agent, the other Current Pledgees and each Pledgor hereby agree that the Pledge Agreements to which they are a party to which it is a party shall continue to secure the Obligations as amended by this Agreement.

2.4		The Collateral Agent, the other Current Pledgees and each Pledgor hereby confirm, in respect of the Pledge Agreements to which they are a party, that any reference in each of the agreements to the term “Credit Agreement” shall be read and construed as a reference to the Original Credit Agreement as amended, varied, novated, supplemented, superseded or extended from time to time, including pursuant to the Amendment No. 2 and Incremental Assumption Agreement.

2.5		The Collateral Agent, the other Current Pledgees and each Pledgor confirm that the obligations secured under the Pledge Agreements shall include the prompt and complete satisfaction of any and all Obligations (as defined in the Amended Security Agreements) (present and future, actual and contingent) which are (or are expressed to be) or become owing by the Grantors (or any of them) to the Secured Parties (or any of them) under or in connection with the Amended Credit Agreement and the other Credit Documents (as such term is defined in the Amended Security Agreements in accordance with Clause 2.1 above) (including, but not limited to, the Amendments).

3.		CONTINUITY AND FURTHER ASSURANCE

3.1		The Collateral Agent, the other Current Pledgees and each Pledgor confirm and agree that (i) save as amended by this Agreement, all provisions of the Pledge Agreements shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Pledge

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		Agreements shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Pledge Agreements shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Security Agreements). For the avoidance of doubt, the provisions in each Swiss Grantor Security Agreement relating to the limitations on enforcement of the security granted thereunder and the application of proceeds of an enforcement of such security shall not be affected by the amendments pursuant to this Agreement.

3.2		The Pledgors shall, at the reasonable request of the Collateral Agent and at the Pledgors’ expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

3.3		In the event that German law requires, as a result of the increase of the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 or otherwise, that new rights of pledge be granted in relation to:

3.3.1		the Accounts (as defined in each of the Account Pledge Agreements) in order to effectively secure the Obligations (as defined in each Account Pledge Agreement and as confirmed and amended by this Agreement), the Account Pledgors and the Current Pledgees agree that this Agreement shall be construed as the grant of such new rights of pledge and each Account Pledgor hereby pledges to each of the Current Pledgees and the Future Pledgees (as defined in the relevant Account Pledge Agreement) the Accounts (as defined in the relevant Pledge Agreement) pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Account Pledge Agreement to which it is a party and each Current Pledgee hereby accepts such pledge for itself in accordance with and subject to the terms and conditions of the relevant Account Pledge Agreement and, in the case of the Collateral Agent, also as representative without power of attorney (Vertreter ohne Vertretungsmacht) for and on behalf of each Future Pledgee (as defined in the relevant Account Pledge Agreement) in accordance with clause 3.3 thereof; and

3.3.2		the GP Interests (as defined in the Interest Pledge Agreement) in order to effectively secure the Obligations (as defined in the Interest Pledge Agreement and as confirmed and amended by this Agreement), the Interest Pledgor and the Current Pledgees agree that this Agreement shall be construed as the grant of such new rights of pledge and the Interest Pledgor hereby pledges to each of the Current Pledgees and the Future Pledgees (as defined in the Interest Pledge Agreement) the GP Interests (as defined in the Interest Pledge Agreement) and any other item referred to in Clause 4 of the Interest Pledge Agreement pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Interest Pledge Agreement and each Current Pledgee hereby accepts such pledge for itself in

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		accordance with and subject to the terms and conditions of the Interest Pledge Agreement and, in the case of the Collateral Agent, also as representative without power of attorney (Vertreter ohne Vertretungsmacht) for and on behalf of each Future Pledgee (as defined in the Interest Pledge Agreement) in accordance with clause 3.3 thereof.

3.4		The Collateral Agent, the other Current Pledgees and each Pledgor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the Amended Security Agreements are hereby incorporated by reference.

4.		NOTICE OF INTEREST PLEDGE

4.1		The Interest Pledgor and the Pledgees hereby give notice of this Agreement and the pledges pursuant to Clause 3.3.2 to SIG Euro Holding AG & Co. KGaA.

4.2		SIG Euro Holding AG & Co. KGaA hereby acknowledges the notification pursuant to Clause 4.1 above.

5.		NOTICE OF ACCOUNT PLEDGES

5.1		Subject to Clause 5.3 below each Account Pledgor undertakes that it will without undue delay, but not later than within twenty business days after the date of this Agreement, and, in relation to any Account (as defined in the Account Pledge Agreements) opened after the date of this Agreement, within ten business days after such new Account has been opened, notify each Account Bank (as defined in the Account Pledge Agreements) and any other relevant third party of the pledges by delivering a notification (i) substantially in the form set out in Part 1 of Schedule 3 (Form of Notice for Existing Bank Accounts) in case of Accounts existing at the date of this Agreement and (ii) substantially in the form set out in Part 2 of Schedule 3 (Form of Notice for New Bank Accounts) for any Account (as defined in the Account Pledge Agreements) opened after the date of this Agreement, in each case by registered mail (Einschreiben mit Rückschein). The relevant Account Pledgor shall provide the Collateral Agent with a copy of each such notification and of the corresponding return receipt (Rückschein). In addition, the relevant Account Pledgor shall use all reasonable efforts to procure that each Account Bank (as defined in the Account Pledge Agreements) promptly acknowledges receipt of the respective notification, and acceptance of the terms thereof, to the Collateral Agent (acting for and on behalf of the Pledgees (as defined in the Account Pledge Agreements)) and to the relevant Account Pledgor.

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		For the avoidance of doubt, Schedule 3 (Form of Notice of Pledge) of the Account Pledge Agreements is hereby replaced by the Part 1 of Schedule 3 (Form of Notice for Existing Bank Accounts) and Part 2 of Schedule 3 (Form of Notice for New Bank Accounts) of this Agreement.

5.2		Without prejudice to the obligations imposed on the Account Pledgors in Clause 5.1 each Account Pledgor hereby authorises the Collateral Agent and releases it for this purpose from the restrictions of self-dealing under Section 181 of the German Civil Code to notify each Account Bank (as defined in the Account Pledge Agreements) and any other relevant third party on its behalf of this Agreement and the pledges constituted hereunder by delivering a notification substantially in the form set out in Schedule 3 (Form of Notice of Pledge), or in such substantially similar form as the Collateral Agent (acting for and on behalf of the Pledgees (as defined in the Account Pledge Agreements)) deems appropriate, provided that the Collateral Agent may only make use of this authorisation if the relevant Account Pledgor has not complied with the obligations imposed on the such Account Pledgor in Clause 5.1 within 10 business days of being notified of such failure (with a copy of such notice being sent to Reynolds Group Holdings Limited) and being requested to comply or if an Enforcement Event (as defined in the Account Pledge Agreements) has occurred and is continuing.

5.3		An Account Pledgor shall not be under an obligation to comply with its obligation under Clause 5.1 above whilst an Enforcement Event (as defined in the Account Pledge Agreements) is not continuing if the relevant Account Pledgor can prove to the Collateral Agent (acting on behalf of the Pledgees (as defined in the Account Pledge Agreements)) that notifying the relevant Account Bank of the pledges created hereunder would not be consistent with, whilst an Enforcement Event (as defined in the Account Pledge Agreements) is not continuing, the relevant Account Pledgor retaining control over and the ability to freely use the balance of any such Account (as defined in the Account Pledge Agreements). The Collateral Agent will take instructions in accordance with the First Lien Intercreditor Agreement (as defined in the Account Pledge Agreements) whether or not to agree with the relevant Account Pledgor’s analysis. For the avoidance of doubt, at the date of this Agreement the each Account Pledgor agrees in relation to itself that notifying the Account Banks (as defined in the Account Pledge Agreements) of the pledges created hereunder is not inconsistent with the relevant Account Pledgor retaining control over and the ability to freely use the balance of any Account (as defined in the relevant Account Pledge Agreements) existing at the date of this Agreement.

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6.		PARTIAL INVALIDITY

		If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal, or unenforceable provision shall be deemed replaced with a valid, legal or enforceable provision which comes as close as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof, be deemed to be filled with such provision as comes as close as possible to the original intent of the parties.

7.		AMENDMENTS

		Changes and amendments to this Agreement including this Clause 5 shall be made in writing except where notarisation is required.

8.		APPLICABLE LAW; JURISDICTION

8.1		This Agreement is governed by the laws of the Federal Republic of Germany.

8.2		The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Collateral Agent and the Pledgees (as defined in the Pledge Agreements), however, shall also be entitled to take action against the respective Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Assignor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

9.		*CONCLUSION OF THE AGREEMENT (VERTRAGSSCHLUSS***)

9.1		The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by fax or attached as an electronic photocopy (pdf, tif, etc.) to an e-mail.

9.2		If the parties to this Agreement choose to conclude this Agreement pursuant to sub-Clause 9.1 above, they will transmit the signed signature page(s) of this Agreement to attention Mr. Philipp Kropatscheck or Ms Corinna May (Philipp.Kropatscheck@cliffordchance.com or Corinna.May@cliffordchance.com, fax: +49 69 7199 4000) (each a “Recipient”). The

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		Agreement will be considered concluded once any of the Recipients has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

9.3		For the purposes of this Clause 9 only, the parties to this Agreement appoint each Recipient individually as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, the Recipients will have no further duties connected with their position as Recipient. In particular, the Recipients may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1
LIST OF FINANCIAL INSTITUTIONS

1776 CLO I, Ltd.

280 Funding I

ABS Loans 2007 Limited

ACE Tempest Life Reinsurance Limited

ACE Tempest Reinsurance Ltd.

Adfam Investment Company LLC

AIG Bank Loan Fund Ltd.

AIM Floating Rate Fund

Alpstar CLO I Public Limited Company

Altenberg Funding

American Hallmark Insurance Co of TX

AMMC CLO IV, Limited

AMMC CLO V, Limited

AMMC VII, Limited

Anchorage Crossover Credit Finance, Ltd.

Apostle Loomis Sayles Credit Opportunities Fund

Apostle Loomis Sayles Senior Loan Fund

Ares IIR CLO Ltd.

Ares IIIR/IVR CLO Ltd.

Ares Institutional Loan Fund B.V.

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Ares VR CLO Ltd.

Ares VIR CLO Ltd.

Ares X CLO Ltd.

Ares XI CLO Ltd.

Ares XII CLO Ltd.

Ares Enhanced Credit Opportunities Fund Ltd.

Ares Enhanced Loan Investment Strategy IR Ltd.

Ares Enhanced Loan Investment Strategy II, Ltd.

Ares Enhanced Loan Investment Strategy III, Ltd.

Ares European CLO II B.V.

Ares Strategic Investment Partners Europe B.V.

Ariel Reinsurance Company Ltd.

Atrium III

Atrium IV

Australia and New Zealand Banking Group Limited

Avalon Capital Ltd. 3

Avoca CLO III PLC

Avoca CLO IX Limited

Babson Capital Loan Partners I LP

Babson CLO Ltd. 2004-I

Babson CLO Ltd. 2004-II

Babson CLO Ltd. 2005-I

Babson CLO Ltd. 2005-III

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Babson CLO Ltd. 2006-I

Babson CLO Ltd. 2006-II

Babson CLO Ltd. 2007-I

Babson CLO Ltd. 2008-II

Babson Loan Opportunity CLO, Ltd.

Banco Nacional De Mexico, S.A., Integrante Del Grupo Financiero Banamex

Bank of America, N.A., Canada Branch

Barclays Bank PLC

Battalion CLO 2007-I, Ltd.

Beach Point Loan Master Fund, LP

Belhurst CLO Ltd.

Bell Atlantic Master Trust

Bill & Melinda Gates Foundation

BlackRock Debt Strategies Fund, Inc.

BlackRock Defined Opportunity Credit Trust

BlackRock Diversified Income Strategies Fund, Inc.

BlackRock Diversified Income Strategies Fund II, Inc.

BlackRock Floating Rate Income Trust

BlackRock Floating Rate Income Strategies Fund II, Inc.

BlackRock Global Investment Series: Income Strategies Portfolio

BlackRock Limited Duration Income Trust

BlackRock Senior Floating Rate Portfolio

BlackRock Senior High Income Fund, Inc.

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BlackRock Senior Income Series

BlackRock Senior Income Series II

BlackRock Senior Income Series IV

BlackRock Senior Income Series V Limited

Blackstone Special Funding (Ireland)

BLT 18 LLC

BLT 2009 -1 Ltd.

Blue Shield of California

Bluebay COF Loan Investments S.A.

Bluebay High Income Loan Investments (Luxembourg) S.A.

Board of Pensions of the Evangelical Lutheran Church in America

Boeing Co. Employees Retirement Plans Master Trust

BOS International (Australia) Limited

Brentwood CLO, Ltd.

Bridgeport CLO Ltd.

Bridgeport CLO II Ltd.

Brigade Credit Fund II, Ltd.

Brown University

California Public Employees’ Retirement System

Carlyle Credit Partners Financing I

Carlyle High Yield Partners VI Ltd.

Carlyle High Yield Partners VII Ltd.

Carlyle High Yield Partners VIII, Ltd.

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Carlyle High Yield Partners IX, Ltd.

Carlyle High Yield Partners X, Ltd.

Castle Garden Funding

Cent CDO 10 Limited

Cent CDO XI Limited

Cent CDO 12 Limited

Cent CDO 14 Limited

Cent CDO 15 Limited

Centaurus Loan Trust

Centurion CDO VII Limited

Centurion CDO 8 Limited

Centurion CDO 9 Limited

CFS Global Corporate Debt Fund

Champlain CLO, Ltd.

Chatham Light II CLO, Limited

Chelsea Park CLO Ltd.

Cheyne Credit Opportunities CDO 1 B.V.

CHGO Loan Funding Ltd.

CIM VI, L.L.C.

Citibank, N.A.

Citibank (China) Co., Ltd.

Citron Investment Corporation

Clear Lake CLO Ltd.

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Clydesdale CLO 2004, Ltd.

Clydesdale CLO 2005, Ltd.

Clydesdale Strategic CLO I, Ltd.

College Retirement Equities Fund Bond Market Account

ColumbusNova CLO IV, Ltd. 2007 II

Columbus Park CDO Ltd.

Commingled Pension Trust Fund (High Yield) of JPMorgan Chase Bank, N.A.

Commonwealth International Fixed Interest Fund 6

Commonwealth of Pennsylvania State Employees’ Retirement System

Confluent 2 Limited

Coöperatieve Centrale Raiffeisen Boerenleenbank B.A.

Cratos CLO I Ltd.

Credit Suisse AG

Credit Suisse International

Credit Suisse Loan Funding LLC

Credit Suisse Syndicated Loan Fund

Credos Floating Rate Fund, L.P.

CSAM Funding I

CSAM Funding II

CSAM Funding IV

Cumberland II CLO Ltd.

Delaware Corporate Bond Fund, a series of Delaware Group Income Funds

Delaware Diversified Income Trust

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Delaware Extended Duration Bond Fund, a series of Delaware Group Income Funds

Delaware Group Advisor Funds-Delaware Diversified Income

Delaware Group Government Funds — Delaware Core Plus Fund

Delaware Group Income Funds — Delaware Diversified Floating Rate Fund

Delaware Group Limited-Term Government Funds — Delaware Limited — Term Government Fund

Delaware VIP Trust — Delaware VIP Limited Term Diversified Income Series

Delaware VIP Trust — Delaware VIP Diversified Income Series

Deutsche Bank AG New York Branch

DFR Middle Market CLO

Diamond Lake CLO, Ltd.

Diversified Credit Portfolio Ltd.

Doral Money Inc

Dryden VIII — Leveraged Loan CDO 2005

Dryden IX — Senior Loan Fund 2005 p.l.c.

Dryden X — Euro CLO 2005 PLC

Dryden XI Leveraged Loan CDO 2006

Dryden XIV — Euro CLO 2006 p.l.c.

Dryden XV Euro CLO 2006 p.l.c.

Dryden XVI — Leveraged Loan CDO 2006

Dryden XXI Leveraged Loan CDO LLC

DWS Floating Rate Plus Fund

DWS Short Duration Plus Fund

DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, London Branch

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Eaton Vance CDO X PLC

Eaton Vance Floating-Rate Income Trust

Eaton Vance Institutional Senior Loan Fund

Eaton Vance Medallion Floating-Rate Income Portfolio

Eaton Vance Senior Floating-Rate Trust

Eaton Vance Senior Income Trust

Eaton Vance VT Floating Rate Income Fund

Employers Insurance Company of Wausau

Fairway Loan Funding Company

Faraker Investment PTE Ltd.

FIA Card Services, N.A.

Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund

Fifth Third Bank

FIRST 2004-II CLO Ltd.

First Trust/Four Corners Senior Floating Rate Income Fund

First Trust/Four Corners Senior Floating Rate Income Fund II

Flagship CLO V

Flagship CLO VI

Foothill CLO I Ltd.

Fore CLO Ltd. 2007-1

Fortis Flexi III Senior Secured Bank Loan Fund Mogliano

Franklin CLO V, Ltd.

Franklin CLO VI, Limited

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Franklin Floating Rate Daily Access Fund

Franklin Floating Rate Master Series

Franklin Templeton Lim. Duration Income Trust

Franklin Templeton Series II Funds — Franklin Floating Rate II Fund

Future Fund Board of Guardians

Galaxy V CLO, Ltd.

Galaxy VI CLO, Ltd.

Galaxy VII CLO, Ltd.

Galaxy VIII CLO, Ltd.

GE Capital Commercial Inc.

General Electric Pension Trust

Gillespie CLO PLC

Global Credit Return Fund N.V.

Global Loan Opportunity Fund B.V.

GMAM Group Pension Trust I

Golden Knight II CLO, Ltd.

Goldentree Asset Management LP AC Goldentree High Yield Master Fund Ltd. AC

Goldentree Capital Opportunities, LP

Goldentree Loan Opportunities III, Limited

Goldentree Loan Opportunities IV, Limited

Goldentree Loan Opportunities V, Limited

Goldman Sachs Asset Management CLO, Public Limited Company

Goldman Sachs Collective Trust High Yield Implementation Vehicle

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Grand Central Asset Trust, ANC Series

Grand Central Asset Trust, Cameron I Series

Grayson & Co.

Greenbriar CLO, Ltd.

Green Park CDO B.V.

GSO Co-Investment Partners, LLC

GSO Domestic Capital Funding LLC

GSO Royal Holdings CB LLC

Halcyon Loan Investors CLO I, Ltd.

Halcyon Loan Investors CLO II, Ltd.

Halcyon Structured Asset Management CLO I Ltd.

Halcyon Structured Asset Management European CLO 2006-I B.V.

Halcyon Structure Asset Management European CLO 2006-II B.V.

Halcyon Structured Asset Management European Long Secured/Short Unsecured CLO 2008 I B.V.

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006-I Ltd.

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-2 Ltd.

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-3 Ltd.

Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-1 Ltd.

Harbourview CLO 2006-1

Harvest CLO II S.A.

Harvest CLO III PLC

Harvest CLO IV PLC

Harvest CLO V PLC

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Highlander Euro CDO B.V.

Highlander Euro CDO III B.V.

Hillmark Funding Ltd.

Hiscox Insurance Company (Bermuda) Ltd.

Hiscox Syndicate 33

Hudson Canyon Funding II, Ltd.

Hyde Park CDO B.V.

IAM National Pension Fund

Illinois State Board of Investment

ING International (II) — Senior Bank Loans Euro

ING Investment Management CLO I, Ltd.

ING Investment Management CLO II, Ltd.

ING Investment Management CLO III, Ltd.

ING Investment Management CLO IV, Ltd.

ING Investment Management CLO V, Ltd.

ING Investment Trust Co. Plan for Employee Benefit Investment Funds — Senior Loan Fund

ING Investors Trust — Ing T. Rowe Price Capital Appreciation Portfolio

ING Prime Rate Trust

ING Senior Income Fund

Insight Investment Discretionary Funds ICVC UK Corporate All Maturities Bond Fund

Insight LDI Solutions Plus plc, in respect of the Insight Loan Fund

Jersey Street CLO, Ltd.

JHF II-Multi Sector Bond Fund

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JPMorgan Chase Retirement Plan

JPMorgan Core Plus Bond

JPMorgan High Yield Fund

J.P. Morgan Leveraged Loans Master Fund L.P.

John Hancock Fund II Floating Rate Income Fund

John Hancock Funds II — Spectrum Income Fund

John Hancock Trust — Capital Appreciation Value Trust

John Hancock Trust — Spectrum Income Trust

Koniginstrasse I S.à r.l

Laurelin B.V.

Laurelin II B.V.

LeverageSource V, S.à r.l

Liberty Mutual Fire Insurance Company

Liberty Mutual Insurance Company

Libra Global Limited

LightPoint Pan-European CLO 2007-1 PLC

Limerock CLO I

LLCP Loan Funding 2007

Loan Funding III (Delaware) LLC

Loan Funding IV LLC

Longhorn Credit Funding, LLC

Loomis Sayles Leveraged Senior Loan Fund Ltd.

Loomis Sayles Senior Loan Fund, LLC

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Lord Abbett Investment Trust — Lord Abbett Floating Rate Fund

Lucent Technologies Inc. Master Pension Trust

MacKay Shields Core Plus Alpha Fund

MacKay Short Duration Alpha Fund

Macquarie Income Opportunities Fund

Macquarie Master Diversified Fixed Interest Fund

Madison Park Funding I, Ltd.

Madison Park Funding VI, Ltd.

Mainstay Floating Rate Fund, a series of Eclipse Funds Inc.

Mainstay VP Floating Rate Portfolio, aseries of Mainstay VP Series Fund, Inc.

Marathon CLO I Ltd.

Marathon CLO II Ltd.

Market Square CLO, Ltd.

Marlborough Street CLO, Ltd.

Master Senior Floating Rate Trust

Maxim Putnam High Yield Bond Portfolio of Maxim Putnam SeriesMaxim Putnam

Mayport CLO Ltd.

Meadows Foundation Incorporated

Mercator CLO I PLC

Mercator CLO 2 PLC

MERCATOR CLO III Ltd.

MetLife Bank, N.A.

Metropolitan Life Insurance Company

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Met Investors Series Trust — Pioneer Strategic Income Portfolio

Missouri State Employees Retirement System

Mizuho Corporate Bank, Ltd.

Momentum Capital Fund, Ltd.

Morgan Stanley Investment Management, Croton Ltd.

Morgan Stanley Investment Management Garda B.V.

Morgan Stanley Prime Income Trust

MSIM Peconic Bay Ltd.

Mt. Wilson CLO Ltd.

Mt. Wilson CLO II, Ltd.

Muzinich & Co (Ireland) Limited for the account of Extrayield $ Loan Fund

NACM CLO I

Nantucket CLO I Ltd.

Nash Point CLO

Natixis COF I, LLC

Natixis Loomis Sayles Senior Loan Fund

Nautique Funding Ltd.

Navigare Funding I CLO Ltd.

Navigare Funding II CLO, Ltd.

Navigare Funding III CLO, Ltd.

Navigator CDO 2005, Ltd.

Navigator CDO 2006, Ltd.

NCM GT 2008-1 LLC

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NCRAM Loan Trust

NCRAM Senior Loan Trust 2005

Neptune Finance CCS, Ltd.

New York Life Insurance & Annuity Corp.

New York Life Insurance (Guaranteed Products)

New York Life Insurance Company, GP-Portable Alpha

Nexum Loans SICAV

Nexum Loans — Nordic Loan Fund II

Nomura Bond & Loan Fund

North Dakota State Investment Board

Northwoods Capital IV Limited

Northwoods Capital V, Limited

Northwoods Capital VI, Limited

Northwoods Capital VII, Limited

Northwoods Capital VIII Limited

Nuveen Diversified Dividend & Income Fund

Nuveen Floating Rate Income Fund

Nuveen Floating Rate Income Opportunity Fund

Nuveen Senior Income Fund

Nuveen Tax Advantaged Total Return Strategy Fund

Oak Hill Credit Opportunities Financing, Ltd.

Oak Hill Credit Partners III, Limited

Oak Hill Credit Partners IV, Limited

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Oak Hill Credit Partners V, Limited

Oak Hill European Credit Partners I PLC

Oak Hill European Credit Partners II PLC

OCA Brigade Credit Fund, LLC

Ocean Trails CLO I

Ocean Trails CLO II

OHA Finlandia Credit Fund

OHA Park Avenue CLO I, Ltd.

Olympic Park Ltd.

Oppenheimer Master Loan Fund, LLC

Oppenheimer Senior Floating Rate Fund

Oppida Investments Limited

Optimum Trust — Optimum Fixed Income Fund

Oregon Public Employees Retirement Fund

Pacific Life Insurance Company

Penn Series Funds, Inc. — Flexibility Managed Fund

Phoenix Edge Series Fund: Phoenix Multi-Sector Short Term Bond Series

Phoneix Edge Series Fund: Phoenix Strategic Allocation Series

PIMCO Cayman Bank Loan Fund

PIMCO Loan Opportunities Fund I L.P.

Pioneer Diversified High Income Trust

Pioneer Floating Rate Fund

Pioneer Floating Rate Trust

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Pioneer Global High Yield Fund

Pioneer High Yield Fund

Pioneer Strategic Income Fund

Pioneer Strategic Income VCT Portfolio

Portola CLO, Ltd.

PPM Monarch Bay Funding LLC

Principal Funds Inc — High Yield Fund I

Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust

Putnam Floating Rate Income Fund

Putnam High Yield Trust

Putnam High Yield Advantage Fund

Putnam Variable Trust — PVT High Yield Fund

Qualcomm Global Trading, Inc.

Race Point III CLO

Race Point IV CLO, Ltd.

Red River CLO Ltd.

Regent’s Park CDO B.V.

Republic Loan Funding, Ltd.

Ridgeworth Funds — SEIX Floating Rate High Income Fund

Riverside Park CLO Ltd.

RiverSource Bond Series, Inc — Riversource Floating Rate Fund

RiverSource Institutional Leveraged Loan Fund II, L.P.

RiverSource Strategic Income Allocation Fund

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RMF Euro CDO III PLC

RMF Euro CDO IV PLC

Rochdale Fixed Income Opportunities Portfolio

RS Floating Rate Fund

RS Strategic Income Fund

San Joaquin County Employees’ Retirement Association

Sapphire Valley CDO I, Ltd.

Saratoga CLO I, Limited

Schiller Park CLO Ltd.

Sears Holdings Pension Plan

SEI Institutional Investment Trust — High Yield Bond Fund

SEI Institutional Investments Trust Enhanced Libor Opportunities Fund.

SEI Institutional Managed Trust — High Yield Bond Fund

Senior Debt Portfolio

Senior Loan Portfolio

Serves 2006-1, Ltd.

Southport CLO, Limited

SSS Funding II, LLC

St. James Park CDO B.V.

St. James River CLO Ltd.

State Retirement and Pension System of Maryland

Stellar Performer Global Series W — Global Credit

Stichting Depositary APG Fixed Income Credit Pool

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Stichting Pensioenfonds Medische Specialisten

Stichting Pensioenfonds Voor Huisarten

Stone Harbor Global Funds PLC — Stone Harbor Leveraged Loan Portfolio

Stone Harbor LIBOR Plus Total Return Fund

Stone Harbor Sterling Core Plus Bond Fund

Stone Tower Credit Funding I Ltd.

Stoney Lane Funding I, Ltd.

Sumitomo Mitsui Banking Corporation

Summit Lake CLO Ltd.

SunAmerica Senior Floating Rate Fund, Inc.

Sun Life Assurance Company of Canada (US)

Sunsuper Pooled Superannuation Trust

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Institutional Common Trust Fund — T Rowe Price Capital Appreciation Trust

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund

Tavitian Foundation, Inc.

TCW Credit Opportunities Fund I B, L.P.

TCW Credit Opportunities Fund, L.P.

TCW Senior Secured Floating Rate Loan Fund, L.P.

TCW Senior Secured Loan Fund, L.P.

Teachers Insurance and Annuity Association of America

Teachers Retirement System of Louisiana (Shenkman — BANK LOAN ACCOUNT)

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Texas PrePaid Higher Education Tuition Board

TFP Royal Issuer, LLC

The Guardian Life Insurance Company of America

The President and Trustees of Williams College

TIAA-CREF Funds Bond Plus Fund

Titanium Trading Partners, LLC

Tribeca Park CLO Ltd.

Trustees of the University of Pennsylvania

Trustmark Insurance Company

U.A.I. (Luxembourg) Investment S.à r.l.

UBS (UK) Pension and Life Assurance Scheme

UMC Benefit Board, Inc.

United America Idemnity, Ltd.

Van Kampen Dynamic Credit Opportunities Fund

Van Kampen Senior Income Trust

Van Kampen Senior Loan Fund

Velocity CLO Ltd.

Vermont Pension Investment Committee

Veronica Atkins Marital Trust

Victoria Falls CLO, Ltd.

Virginia Retirement System

Virtus Multi-Sector Fixed Income Fund

Virtus Mult-Sector Short Term Bond Fund

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SCHEDULE 2
LIST OF CURRENT BORROWERS, CURRENT GUARANTORS, CURRENT SENIOR
SECURED NOTE GUARANTORS

PART 1
THE CURRENT BORROWERS

SIG Euro Holding AG & Co. KGaA

Closure Systems International Holdings Inc.

Closure Systems International B.V.

SIG Austria Holding GmbH

Reynolds Consumer Products Holdings Inc.

Reynolds Group Holdings Inc.

PART 2
THE CURRENT GUARANTORS

SIG Austria Holding GmbH (Austria)

SIG Combibloc GmbH & Co KG (Austria)

SIG Combibloc GmbH (Austria)

SIG Beverages Brasil Ltda (Brazil)

SIG Combibloc do Brasil Ltda (Brazil)

SIG Holdings (UK) Limited (England and Wales)

SIG Combibloc Limited (England and Wales)

SIG Euro Holding AG & Co. KGaA (Germany)

SIG Beverages Germany GmbH (Germany)

SIG Combibloc Holding GmbH (Germany)

SIG Vietnam Beteiligungs GmbH (Germany)

SIG Combibloc GmbH (Germany)

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SIG Combibloc Systems GmbH (Germany)

SIG Combibloc Zerspanungstechnik GmbH (Germany)

SIG Information Technology GmbH (Germany)

SIG International Services GmbH (Germany)

SIG Asset Holdings Limited (Guernsey)

SIG Combibloc Ltd (Hong Kong)

Beverage Packaging Holdings (Luxembourg) I S.A. (Luxembourg)

Beverage Packaging Holdings (Luxembourg) III S.à r.l. (Luxembourg)

SIG Finance (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Holdings Limited (New Zealand)

SIG Combibloc Group AG (Switzerland)

SIG Finanz AG (Switzerland)

SIG Technology AG (Switzerland)

SIG allCap AG (Switzerland)

SIG Combibloc (Schweiz) AG (Switzerland)

SIG Schweizerische Industrie-Gesellschaft AG (Switzerland)

SIG Combibloc Procurement AG (Switzerland)

SIG Reinag AG (Switzerland)

SIG Combibloc Ltd. (Thailand)

SIG Holding USA Inc. (USA)

SIG Combibloc Inc. (USA)

Reynolds Group Holdings Inc. (USA)

Reynolds Group Issuer Inc. (USA)

Reynolds Group Issuer LLC (USA)

Closure Systems International Americas Inc. (Brazil)

- 38 -

Closure Systems International (Brazil) Sistemas de Vedação Ltda (Brazil)

CSI Latin American Holdings Corporation (BVI)

Closure Systems International (Canada) Limited (Canada)

CSI Closure Systems Manufacturing de Centro America, S.R.L. (Costa Rica)

Closure Systems International (UK) Limited (England and Wales)

Reynolds Consumer Products (UK) Limited (England and Wales)

Reynolds Subco (UK) Limited (England and Wales)

Closure Systems International Holdings (Germany) GmbH (Germany)

Closure Systems International Deutschland GmbH (Germany)

Closure Systems International (Hong Kong) Limited (Hong Kong)

Closure Systems International Holdings (Hungary) Kft. (Hungary)

CSI Hungary Gyártó és Kereskedelmi Kft. (Hungary)

Closure Systems International Holdings (Japan) KK (Japan)

Closure Systems International Japan, Limited (Japan)

Closure Systems International (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Consumer Products (Luxembourg) S.à r.l. (Luxembourg)

Reynolds Group Issuer (Luxembourg) S.A. (Luxembourg)

Bienes Industriales del Norte S.A. de C.V. (Mexico)

CSI en Ensenada, S. de R.L. de C.V. (Mexico)

CSI en Saltillo, S. de R.L. de C.V. (Mexico)

CSI Tecniservicio, S. de R.L. de C.V. (Mexico)

Grupo CSI de Mexico, S. de R.L. de C.V. (Mexico)

Tecnicos de Tapas Innovativas S.A. de C.V. (Mexico)

Closure Systems International B.V. (The Netherlands)

Reynolds Consumer Products International B.V. (The Netherlands)

- 39 -

Closure Systems International Holdings Inc. (Delaware, USA)

Closure Systems International Inc. (Delaware, USA)

Reynolds Packaging Machinery Inc. (Delaware, USA)

Closure Systems Mexico Holdings LLC (Delaware, USA)

CSI Mexico LLC (Delaware, USA)

Southern Plastics, Inc. (Louisiana, USA)

CSI Sales & Technical Services Inc. (Delaware, USA)

Reynolds Consumer Products Holdings Inc. (Delaware, USA)

Bakers Choice Products, Inc. (Delaware, USA)

Reynolds Consumer Products Inc. (Delaware, USA)

Reynolds Foil Inc. (Delaware, USA)

Reynolds Services Inc. (Delaware, USA)

PART 3
THE CURRENT SENIOR SECURED NOTE GUARANTORS