exv10w1w3






EXHIBIT 10.1.3




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 e-mail communication which refers to 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 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
e-mail communication which refers to 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 this document to an
Austrian addressee.






     GUARANTOR JOINDER (this “Joinder”) dated as of December 2,
2009 to the Credit Agreement dated as of November 5, 2009 (as
amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a
Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a
Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.,
a Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German
partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an
Austrian limited liability company (Gesellschaft mit beschränkter
Haftung), CLOSURE SYSTEMS INTERNATIONAL BV, a private company with
limited liability (besloten vennootschapm met beperkte
aansprakelijkheid), incorporated under the laws of The
Netherlands, REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand
limited liability company, the Guarantors, the Lenders and CREDIT
SUISSE AG (formerly known as CREDIT SUISSE), as administrative
agent.



          A. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.




          B. The Guarantors have entered into the Credit Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of
Credit. Sections 5.12 and 5.13 of the Credit Agreement provide that
additional Subsidiaries may become Guarantors under the Credit Agreement
by execution and delivery of an instrument in the form of this Joinder.
The undersigned Borrower or Subsidiary (the





 









 







“New Guarantor”) is executing this Joinder in accordance with the
requirements of the Credit Agreement to become a Guarantor under the
Credit Agreement in order to induce the Lenders to make additional Loans
and the Issuing Banks to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.




          Accordingly, the Administrative Agent and the New Guarantor agree as
follows:




          SECTION 1. (a) In accordance with Sections 5.12 and 5.13 of the
Credit Agreement, the New Guarantor by its signature below becomes a
Guarantor under the Credit Agreement with the same force and effect as if
originally named therein as a Guarantor and the New Guarantor hereby (i)
agrees to all the terms and provisions of the Credit Agreement applicable
to it as a Guarantor thereunder and (ii) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are
true and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly relate
to an earlier date. Each reference to a “Guarantor” in the Credit
Agreement shall be deemed to include the New Guarantor. The Credit
Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Guarantor hereby agrees to (i) be bound by and
become a party to the First Lien Intercreditor Agreement, as if originally
named a Guarantor therein and (ii) execute and deliver accession deeds to
the Existing Intercreditor Agreement in form and substance reasonably
satisfactory to the Security Trustee thereunder.




          SECTION 3. The New Guarantor represents and warrants to the
Administrative Agent and the other Secured Parties that this Joinder has
been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms.




          SECTION 4. The New Guarantor is a company duly organized under the
laws of England and Wales. The guarantee of the New Guarantor does not
apply to any liability to the extent that it would result in the guarantee
constituting unlawful financial assistance within the meaning of Section
678 or 679 of the Companies Act 2006 (as amended or replaced).




          SECTION 5. The New Guarantor confirms that no Default has occurred
or would occur as a result of the New Guarantor becoming a Guarantor under
the Credit Agreement.




          SECTION 6. This Joinder may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall
constitute a single contract. This Joinder shall become effective when the
Administrative Agent shall have received counterparts of this
Joinder that, when taken together, bear the signatures of the New
Guarantor and the Administrative Agent. Delivery of an executed signature
page to this






 









 





          
Joinder by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Joinder.



          SECTION 7. Except as expressly supplemented hereby, the Credit
Agreement shall remain in full force and effect.




          SECTION 8. THIS JOINDER SHALL BE GOVERNED by, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 9. In case any one or more of the provisions contained in
this Joinder should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Credit Agreement shall not in any
way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 10. All communications and notices hereunder shall (except
as otherwise expressly permitted by the Credit Agreement) be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to the New Guarantor shall be given
to it in care of Holdings as provided in Section 9.01 of the Credit
Agreement.




          SECTION 11. The New Guarantor agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Joinder, including the fees, other charges and disbursements of counsel
for the Administrative Agent.






 









 








          IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent
have duly executed this Joinder to the Credit Agreement as of the day and year first above written.




	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED, 

as New Guarantor,

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS 

BRANCH, as Administrative Agent,

 	 
	 	by  	/s/ Shaheen Malik
 	 
	 	 	Name:  	Shaheen Malik      	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	by  	

/s/ Christopher Reo Day
 	 
	 	 	Name:  	Christopher Reo Day      	 
	 	 	Title:  	Associate