exv10w1w74







Exhibit 10.1.74




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
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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
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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 August 19,
2011 to the Second Amended and Restated Credit Agreement dated as
of August 9, 2011 (as amended, supplemented or otherwise modified
from time to time, the “Second Amended and Restated Credit
Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware
corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware
corporation, PACTIV CORPORATION, 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, as administrative
agent.



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




          B. The Guarantors have entered into the Second Amended and Restated Credit Agreement in order
to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12
of the Second Amended and Restated Credit















 







Agreement provides that additional Subsidiaries may
become Guarantors under the Second Amended and Restated Credit Agreement by execution and delivery
of an instrument substantially in the form of this Joinder. The undersigned Subsidiary (the “New
Guarantor”) is executing this Joinder in accordance with the requirements of the Second Amended and
Restated Credit Agreement to become a Guarantor under the Second Amended and Restated 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. In accordance with Section 5.12 of the Second Amended and Restated Credit
Agreement, the New Guarantor by its signature below becomes a Guarantor under the Second Amended
and Restated 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 Second
Amended and Restated 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 Second Amended and Restated Credit Agreement shall be deemed to include the
New Guarantor. The Second Amended and Restated 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 amended, supplemented or otherwise modified from time to time, 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 (as defined in the Existing Intercreditor Agreement) 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 law of Delaware.




          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 Second Amended and Restated 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




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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 or other electronic transmission (e.g.,
“pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.




          SECTION 7. Except as expressly supplemented hereby, the Second Amended and Restated 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 Second Amended and Restated 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 Second Amended and Restated Credit Agreement) be in writing and given as provided
in Section 9.01 of the Second Amended and Restated 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 Second Amended and Restated 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.





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




	 	 	 	 	 
	 	BUCEPHALAS ACQUISTION CORP.

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







	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN 

ISLANDS BRANCH, as Administrative 

Agent

 	 
	 	by  	/s/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 



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