exv10w5w3






Exhibit 10.5.3



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 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.





     SUPPLEMENT NO. 1 (this “Supplement”) dated as of January
14, 2011 to the Reaffirmation Agreement, dated as of November 16, 2010 and
as supplemented by this Supplement (the “Reaffirmation 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., Pactiv Corporation
(formerly 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 other Grantors party thereto, (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, the Collateral Agents and the Austrian Grantors (as
defined below), 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
and the Joinder Agreement, dated as of November 16, 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. Holdings, the Borrowers, the Guarantors from time to time party thereto (as defined in the
Assumption Agreement (as defined below)), the Lenders from time to time party thereto, the New
Incremental Term Lenders (as defined in the Assumption Agreement) the other Lenders party thereto
and the Administrative Agent have entered into the Amendment No. 3 and Incremental Term Loan
Assumption Agreement (the “Assumption Agreement”), dated as of September 30, 2010, relating
to the Credit Agreement dated as of November 5, 2009, as amended by Amendment No. 1 dated as of
January 21, 2010, as further amended by Amendment No. 2 and Incremental Term Loan Assumption
Agreement dated as of May 4, 2010 and as further amended by the Assumption Agreement (as amended,
supplemented or otherwise modified from time to time, 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;







 









 








          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 November 16, 2010, the proceeds of such New Senior Secured Notes were released from
escrow (the “Escrow Release”) and the obligations of the Escrow Issuers were assumed by the
Issuers;




          D. SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and SIG Austria Holding GmbH,
(collectively, the “Austrian Grantors”) are each a party to one or more of the Reaffirmed
Security Documents (as defined below); and




          E. The Austrian Grantors expect to realize, or have realized, substantial direct and indirect
benefits as a result of the funding of the New Incremental Term Loans (as defined in the Assumption
Agreement), the Escrow Release and the consummation of the transactions contemplated thereby.




          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 Austrian Grantor (i) hereby consents to the
Assumption Agreement and the transactions contemplated thereby, (ii) 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 A 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, (iii) confirms its respective guarantees, pledges and grants of security
interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iv)
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 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
designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement
(the “Secured Notes Designation”).





     (b) Each Austrian Grantor hereby confirms and agrees that, with respect to any
Reaffirmed Security Document to which it is a party, the obligations under the New
Incremental Term Loans and the New Senior Secured Notes 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 A.



 









 






     (c) Each Austrian Grantor hereby (i) agrees that, notwithstanding the effectiveness of
the Assumption Agreement, Article X of the Credit Agreement continues to be in full force
and effect, (ii) confirms its guarantee of the Bank Obligations as provided in the Loan
Documents as originally executed (including any limitations expressly set forth therein) and
(iii) acknowledges that such guarantee (including any limitations thereto expressly set
forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement
mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full
force and effect in respect of the Bank Obligations under the Credit Agreement and the other
Loan Documents, including the New Incremental Term Loans.




     (d) Each Austrian grantor hereby agrees that the Parallel Debt, if any, of such
Austrian Grantor 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) and shall continue to apply, as applicable, in relation to all Obligations
following the funding of the New Incremental Term Loans, the Escrow Release and the Secured
Notes Designation.



ARTICLE II




Representations and Warranties



          SECTION 2.01. Organization; Powers. Each Austrian Grantor hereby represents and
warrants as of the date hereof that such Austrian Grantor (a) is duly organized, validly existing
and in good standing (or to the extent applicable, the equivalent status in Austria) under the laws
of Austria and (b) has the power and authority to execute, deliver and perform its obligations
under this Supplement.




          SECTION 2.02. Authorization. Each Austrian Grantor hereby represents and warrants as
of the date hereof that the entry by such Austrian Grantor into this Supplement and the
transactions contemplated in the Assumption Agreement have been duly authorized by all requisite
corporate and/or partnership and, if required, stockholder, works council and partner action.




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




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




          SECTION 3.03. Effectiveness; Counterparts. This Supplement shall become effective on
the date when copies hereof which, when taken together, bear the signatures of each Austrian
Grantor, 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 Supplement may
not be amended nor may any provision hereof be waived except pursuant to a writing signed by each
of the parties hereto. This Supplement 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 Supplement shall be effective as delivery of an original executed
counterpart of this Supplement.




          SECTION 3.04. No Novation. Neither this Supplement nor the Reaffirmation Agreement
shall 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 or in the Reaffirmation Agreement 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 Supplement, the Reaffirmation
Agreement or any other document contemplated hereby shall be construed as a release or other
discharge of Holdings, any Borrower, Issuer or 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 Supplement.




          SECTION 3.05. GOVERNING LAW. THIS SUPPLEMENT 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
Supplement as if incorporated herein mutatis mutandis.




          SECTION 3.07. No Other Supplement; Confirmation. Except as expressly set forth
herein, this Supplement 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.







 









 








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




[remainder of page intentionally blank; signature page is next page]








 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by
their respective authorized officers as of the day and year first above written.




	 	 	 	 	 

	 	 	SIG COMBIBLOC GMBH,
	 
	 	 	 	 
	 

	 	by
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	Title: Attorney








	 	 	 	 	 

	 	 	SIG COMBIBLOC GMBH & CO KG,
	 	 	represented by its general partner SIG
	 	 	Combibloc GmbH
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	Title: Attorney








	 	 	 	 	 

	 	 	SIG AUSTRIA HOLDING GMBH,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Karen Mower
 
 Name:
Karen Mower
	 

	 	 	 	Title: Attorney









	 	 	 	 	 

	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	 	(FORMERLY KNOWN AS CREDIT SUISSE, CAYMAN
	 	 	ISLANDS BRANCH), AS ADMINISTRATIVE AGENT,
	 	 	ELEVEN MADISON AVENUE
	 	 	NEW YORK, NEW YORK 10010-3629
	 
	 	 	 	 
	 

	 	by
	 	/s/ Ari Bruger
 
 Name:
Ari Bruger
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	by
	 	/s/ Kevin Buddhdew
 
 Name:
Kevin Buddhdew
	 

	 	 	 	Title: Associate












 









 








	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, IN
	 	 	ITS CAPACITY AS COLLATERAL AGENT
	 
	 	 	 	 
	 

	 	by
	 	/s/ Catherine F. Donohue
 
 Name:
Catherine F. Donohue
	 

	 	 	 	Title: Vice President









	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON,
	 	 	IN ITS CAPACITY AS TRUSTEE
	 
	 	 	 	 
	 

	 	by
	 	/s/ Catherine F. Donohue
 
 Name:
Catherine F. Donohue
	 

	 	 	 	Title: Vice President








	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED,
	 	 	IN ITS CAPACITY AS COLLATERAL AGENT
	 
	 	 	 	 
	 

	 	by
	 	/s/ Elaine Lockhart
 
 Name:
Elaine Lockhart
	 

	 	 	 	Title: Director










 









 








SCHEDULE A




TO SUPPLEMENT NO. 1 TO THE REAFFIRMATION AGREEMENT




List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust (London) Limited



	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined
	DOCUMENTS	 	in the FLICA
	1.	 	Limited interest pledge
agreement over the limited
partnership interest in SIG
Combibloc GmbH & Co KG granted by
SIG Austria Holding GmbH in favor
of Wilmington Trust (London)
Limited.
	 	“Secured Obligations”
	 	 	 
	 	 
	2.	 	General interest pledge
agreement over the general
partnership interest in SIG
Combibloc GmbH & Co KG granted by
SIG Combibloc GmbH in favor of
Wilmington Trust (London) Limited.
	 	 
	 	 	 
	 	 
	3.	 	Account pledge agreement over
the bank accounts located in
Austria granted by SIG Austria
Holding GmbH in favor of Wilmington
Trust (London) Limited.
	 	 
	 	 	 
	 	 
	4.	 	Account pledge agreement over
the bank accounts located in
Austria granted by SIG Combibloc
GmbH in favor of Wilmington Trust
(London) Limited.
	 	 
	 	 	 
	 	 
	5.	 	Account pledge agreement over
the bank accounts located in
Austria granted by SIG Combibloc
GmbH & Co KG in favor of Wilmington
Trust (London) Limited.
	 	 
	 	 	 
	 	 
	6.	 	Receivables pledge agreement
over the receivables granted by SIG
Austria Holding GmbH in favor of
Wilmington Trust (London) Limited.
	 	 
	 	 	 
	 	 
	7.	 	Receivables pledge
agreement over the receivables
granted by SIG Combibloc GmbH in
favor of Wilmington Trust (London)
Limited.
	 	 
	 	 	 
	 	 
	8.	 	Receivables pledge agreement
over the receivables granted by SIG
Combibloc GmbH & Co KG in favor of
Wilmington Trust (London) Limited.
	 	 
	 	 	 
	 	 
	9.	 	Account pledge agreement over
bank accounts located in Germany
granted by SIG Combibloc GmbH & Co
KG in favor of Wilmington Trust
(London) Limited.
	 	 
	 	 	 
	 	 
	10.	 	Account pledge agreement over
bank accounts located in Germany
granted by SIG Austria Holding GmbH
in favor

 	 	“Obligations”






 









 






	 	 	 
	 	 	Local term covering
	 	 	“Obligations” as defined
	DOCUMENTS	 	in the FLICA
	       of Wilmington Trust
(London) Limited.
	 	 
	 
	 	 
	11.  Account pledge agreement over
bank accounts located in Hungary
granted by SIG Combibloc GmbH & Co.
KG in favor of Wilmington Trust
(London) Limited.


	 	“Obligations”











 









 








List of the Reaffirmed Security Documents

Collateral Agent: The Bank of New York Mellon




	 	 	 
	 	 	Local term covering
	 	 	“Obligations” as defined
	DOCUMENTS	 	in the FLICA
	1.    Pledge agreement relating to the
shares in SIG Euro Holding GmbH &
Co. KGaA granted by SIG Austria
Holding GmbH in favor of The Bank
of New York Mellon.


	 	“Obligations”
	 
	 	 
	2.    Quota pledge agreement relating
to the quotas in SIG Combibloc do
Brasil Ltda. granted by SIG Austria
Holding GmbH in favor of The Bank
of New York Mellon.


	 	“Secured Obligations”