exv10w5w7






Exhibit 10.5.7



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





     REAFFIRMATION AGREEMENT, dated as of March 2, 2011 (this
“Agreement”), among (a) SIG Reinag AG, SIG Technology AG, SIG allCap
AG, SIG Combibloc Procurement AG, SIG Schweizerische Industrie-Gesellschaft
AG and SIG Combibloc (Schweiz) AG (collectively, the “Swiss
Grantors”), (b) Credit Suisse AG, as administrative agent (in such
capacity, the “Administrative Agent”) under the Credit Agreement (as
defined below), (c) The Bank of New York Mellon, as trustee (in such
capacity, the “2011 Trustee”) under the 2011 Senior Secured Notes
Indenture (as defined below), (d) The Bank of New York Mellon, as trustee
under the 2010 Senior Secured Notes Indenture (as defined below) (in such
capacity, the “2010 Trustee”), (e) The Bank of New York Mellon, as
trustee under the 2009 Senior Secured Notes Indenture (as defined below)
(in such capacity, the “2009 Trustee”) and (f) 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 2009 Trustee, the Collateral Agents and the Swiss
Grantors, among others, entered into the First Lien Intercreditor Agreement dated as of November 5,
2009, as amended by Amendment No. 1 and Joinder Agreement dated as of January 21, 2010 (the
“First Lien Intercreditor Agreement”). Capitalized terms used but not defined herein have
the meanings assigned to such terms in the First Lien Intercreditor Agreement and the Credit
Agreement, as applicable.



          B. Pursuant to the Credit Agreement dated as of November 5, 2009 (as amended from
time to time on or prior to the date hereof, including as amended and restated pursuant to
Amendment No. 4 (as defined below), the “Credit Agreement”), among Holdings, the Borrowers,
the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the
Administrative Agent, certain Borrowers, on February 9, 2011, borrowed the Term Loans (as defined
in Amendment No. 4 and Incremental Term Loan Assumption Agreement dated as of February 9, 2011 to
the Credit Agreement (“Amendment No. 4”)).



          C. Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group
Issuer Inc. (collectively, the “Issuers”) (as successors to the issuers under the 2009
Senior Secured Notes Indenture), the Collateral Agents, the 2009 Trustee and The Bank of New York
Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of
November 5, 2009 (the “2009 Senior Secured Notes Indenture”), pursuant to which the Issuers
issued debt securities (the “2009 Senior Secured Notes”).



 









 





          D. The Issuers (as successors to the Escrow Issuers (as defined in the 2010 Senior
Secured Notes Indenture)), the Collateral Agents, the 2010 Trustee and The Bank of New York Mellon,
London Branch, as paying agent, among others, entered into an indenture, dated as of October 15,
2010 (the “2010 Senior Secured Notes Indenture”), pursuant to which the Issuers issued debt
securities (the “2010 Senior Secured Notes”). On November 16, 2010, in connection with such
issuance, the 2010 Trustee became a party to the First Lien Intercreditor Agreement pursuant to
Section 5.02(c) thereof.



          E. The Issuers, the Collateral Agents, the 2011 Trustee and The Bank of New York
Mellon, London Branch, as paying agent, among others, entered into an indenture, dated as of
February 1, 2011 (the “2011 Senior Secured Notes Indenture”), pursuant to which the Issuers
issued debt securities (the “2011 Senior Secured Notes”). On February 1, 2011, in
connection with such issuance, the 2011 Trustee became a party to the First Lien Intercreditor
Agreement pursuant to Section 5.02(c) thereof.



          F. The Swiss Grantors, except for SIG Combibloc (Schweiz) AG, are party to one or
more of the Reaffirmed Security Documents (as defined below).



          G. The Swiss Grantors expect to realize, or have realized, direct or indirect
benefits as a result of the funding of the Term Loans, the issuance of the 2011 Senior Secured
Notes 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 Swiss Grantor (i) agrees that,
notwithstanding the borrowing of the Term Loans and the issuance of the 2011 Senior Secured Notes,
each of the Security Documents (each as may have been amended and/or confirmed on or prior to the
date hereof) 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, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and
grants of security interests in the Collateral to the extent provided in the Reaffirmed Security
Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party
and the First Lien Intercreditor Agreement continues in full force and effect subject to the Legal
Reservations and extends, subject to the limitations contained therein, to (A) the Term Loans,
which are, as of February 9, 2011, considered “Credit Agreement Obligations” under the First Lien
Intercreditor Agreement and (B) the “Secured Obligations” as defined in the 2011 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 Swiss Grantor hereby (i) ratifies and affirms Amendment No. 4 and
the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness
of Amendment No. 4, Article X of the Credit Agreement continues to be in full force and
effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself), all
as provided in the Loan Documents as originally executed (including any limitations
expressly set forth therein as may be amended and/or modified from time to time) and (iv) 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



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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 Term
Loans.




     (c) Each Swiss Grantor hereby confirms and agrees that, with respect to any
Reaffirmed Security Document to which it is a party, the obligations under the Term Loans
and the “Secured Obligations” as defined in the 2011 Senior Secured Notes Indenture
constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth
across from and described under the applicable Reaffirmed Security Documents listed in
Schedule A (subject to certain exceptions in respect of certain of the documentation
listed in Schedule A that is governed by the laws of Germany).




     (d) Each Swiss Grantor hereby agrees that the Parallel Debt, if any, of such
Swiss 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
(as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as
applicable, in relation to all Obligations (as defined in the First Lien Intercreditor
Agreement) following the funding of the Term Loans, the issuance of the 2011 Senior Secured
Notes and the Secured Notes Designation.




     (e) With respect to and notwithstanding the other provisions of this Section
1.01, SIG Combibloc (Schweiz) AG (which, as opposed to the other Swiss Grantors, is not a
party to any of the Reaffirmed Security Documents) provides the confirmations,
acknowledgements or agreements (as appropriate) solely as set out in Section 1.01 (a)(iii)
(to the extent relating to the First Lien Intercreditor Agreement), 1.01(b) and 1.01(d)
herein.



ARTICLE II




Representations and Warranties



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



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



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



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



          SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become
effective on the date when copies hereof which, when taken together, bear the signatures of each
Swiss Grantor, the Collateral Agents, the Administrative Agent, the 2011 Trustee, the 2010 Trustee
and the 2009 Trustee shall have been received by each of the Collateral Agents, the Administrative
Agent, the 2011 Trustee, the 2010 Trustee and the 2009 Trustee. This Agreement may not be amended
nor may any provision hereof be waived except pursuant to a writing signed by each of the parties
hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Delivery by
telecopier or other electronic imaging means of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of this Agreement.



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



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



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



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



          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
Agreement as if set out in full herein.



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




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



	 	 	 	 	 
	 	SIG REINAG AG,

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 
	 



	 	 	 	 	 
	 	SIG TECHNOLOGY AG,

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 



	 	 	 	 	 
	 	SIG ALLCAP AG,

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 




	 	 	 	 	 
	 	SIG COMBIBLOC PROCUREMENT AG,

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 




	 	 	 	 	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG,	 
	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 






 









 






	 	 	 	 	 
	 	SIG COMBIBLOC (SCHWEIZ) AG,

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Attorney 	 






	 	 	 	 	 
	 	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 	 



	 	 	 	 	 
	 	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 2011 Trustee, 2010 Trustee

and 2009 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 THE REAFFIRMATION AGREEMENT




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


	 	“Obligations”
	 
	 	 
	2.   Account Pledge Agreement
dated November 16, 2010, and
entered into between SIG
Schweizerische
Industrie-Gesellschaft AG as
pledgor and The Bank of New
York Mellon as Collateral
Agent.

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

	 	 
	 
	 	 
	4.   Account Pledge Agreement
dated November 16, 2010, and
entered into between SIG
allCap AG as pledgor and The
Bank of New York Mellon as
Collateral Agent.

	 	 
	 
	 	 
	5.   IP Security Transfer and
Assignment Agreement dated
December 2, 2009, and
entered into between SIG
Technology AG as assignor
and The Bank of New York
Mellon as Collateral Agent
and others, as amended by
confirmation and amendment
agreements dated May 4,
2010, November 16, 2010,
February 1, 2011 and
February 9, 2011.

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

	 	 
	 
	 	 
	7.   Account Pledge Agreement
dated November 16, 2010, and
entered into between SIG
Combibloc Procurement AG as
pledgor and The Bank of New
York Mellon as Collateral
Agent.

	 	 






 









 






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


	 	    
	 
	 	 
	9.   Partnership Interest
Pledge Agreement dated
November 16, 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.