exv10w5w9






Exhibit 10.5.9




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     REAFFIRMATION AGREEMENT, dated as of August 5, 2011 (this
“Agreement”), among (a) SIG Combibloc Ltd. (the “Reaffirming
Party”), (b) SIG Combibloc Holding GmbH, (c) Credit Suisse AG, as
administrative agent (in such capacity, the “Administrative Agent”)
under the Amended and Restated Credit Agreement (as defined below), (d) The
Bank of New York Mellon, as trustee under the 2011 Senior Secured Notes
Indenture (as defined below) (in such capacity, the “2011 Trustee”),
(e) The Bank of New York Mellon, as trustee under the 2010 Senior Secured
Notes Indenture (as defined below) (in such capacity, the “2010
Trustee”), (f) 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 (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 2009 Trustee, the Collateral Agents and the
Reaffirming Party, 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
and as further amended, modified, restated or otherwise supplemented from time to time on or prior
to the date hereof (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 Amended and Restated Credit Agreement (as defined below), as applicable.




          B. Pursuant to the Credit Agreement dated as of November 5, 2009 (as amended
modified, restated or otherwise supplemented from time to time on or prior to the date hereof,
including pursuant to Amendment No. 1, dated as of January 21, 2010, Amendment No. 2 and
Incremental Term Loan Assumption Agreement, dated as of May 4, 2010 (“Amendment No. 2”),
Amendment No. 3 and Incremental Term Loan Assumption Agreement, dated as of September 30, 2010
(“Amendment No. 3”) and Amendment No. 4 and Incremental Term Loan Assumption Agreement,
dated as of February 9, 2011 (“Amendment No. 4”), the “Amended and Restated 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.




          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”, and together with the 2009
Senior Secured Notes Indenture and the 2010 Senior Secured Notes Indenture, the “Senior Secured
Notes Indentures”), 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 Reaffirming Party is party to the Reaffirmed Security Documents (as defined
below).




          G. The Reaffirming Party expects to realize, or has realized, direct and indirect
benefits as a result of the funding of the Term Loans, the issuance of the proceeds from the 2009
Senior Secured Notes, the 2010 Senior Secured Notes and the 2011 Senior Secured Notes and the
consummation of the transactions contemplated thereby.




          H. The Reaffirming Party has received (i) the Bank of Thailand approval in principle
dated March 14, 2011, issued to the Reaffirming Party by the Bank of Thailand which allows the
remittance of the foreign currency sum by the Reaffirming Party for payments of its guarantee
obligations under, among others, the Amended and Restated Credit Agreement and the Senior Secured
Notes Indentures (the “BoT Approval”) and (ii) the requisite permit under the Alien
Business Act of Thailand B.E. 2542 from the Director-General of the Department of Business
Development, Ministry of Commerce of Thailand dated May 31, 2011, permitting the Reaffirming Party
to guarantee the obligations in respect of the Amended and Restated Credit Agreement and the Senior
Secured Notes Indentures issued to the Reaffirming Party (the “Thai Business Permit”).




          I. The Reaffirming Party enters into this Agreement in order to satisfy the
requirements under the Amended and Restated Credit Agreement and the Senior Secured Notes
Indentures and to reaffirm its guarantee obligations under the Amended and Restated Credit
Agreement.




          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) As the Reaffirming Party has received the
Thai Business Permit, for the avoidance of doubt, the Reaffirming Party hereby confirms and
acknowledges that each of the limitations relating to its guarantee obligations and the obligations
under each Reaffirmed Security Document (as defined below) as set out in Amendment No. 2, Amendment
No. 3, Amendment






2









 







No. 4, the Thai confirmation letter dated as of May 4, 2010, the Thai confirmation letter
dated as of November 16, 2010 and the Thai confirmation letter dated as of February 9, 2011 hereby
disapply.





     (b) The Reaffirming Party (i) agrees that, notwithstanding the borrowing of
the Term Loans and the issuance of the 2009 Senior Secured Notes, the 2010 Senior Secured
Notes and the 2011 Senior Secured Notes, each of the Security Documents set forth on Part I
of Schedule A hereto to which it is a party (each, a “Reaffirmed Security
Document”) shall not be affected and continues to be in full force and effect, subject
to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its
respective guarantees, 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) (x) the “Secured Obligations” as defined in the 2009 Senior
Secured Notes Indenture and (y) the “Secured Obligations” as defined in the 2010 Senior
Secured Notes Indenture and 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”).




     (c) The Reaffirming Party 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 Amended and Restated 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 confirms that the guarantor joinder dated as of January 29, 2010 executed by it in
respect of the Credit Agreement is in full force and effect, and (iv) acknowledges that such
guarantee (including any limitations thereto expressly set forth in the relevant Loan
Document, including Schedule 10.03 of the Amended and Restated Credit Agreement mutatis
mutandis and in any Guarantor Joinder to the Amended and Restated Credit Agreement)
continues in full force and effect in respect of the Bank Obligations under the Amended and
Restated Credit Agreement and the other Loan Documents, including the Term Loans and
consents and acknowledges that, subject to paragraph (g) of Section 1.01 of this Agreement,
such guarantee extends to cover the obligations and liabilities under the Amended and
Restated Credit Agreement or any other Loan Document (in particular, obligations pursuant to
the new incremental term loans as contemplated under Amendment No. 4).




     (d) The Reaffirming Party hereby confirms that the supplemental indenture
dated as of January 29, 2010 in respect of the 2009 Senior Secured Notes is in full force
and effect.




     (e) The Reaffirming Party 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 Senior Secured Notes Indentures
constitute “Obligations” or words of similar import as set forth across from and described
under the applicable Reaffirmed Security Documents listed in Part I of Schedule A.




     (f) The Reaffirming Party hereby agrees that its Parallel Debt, if any,
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



3









 






Agreement)) and shall continue to apply, as applicable, in relation to all Obligations
(as defined in the First Lien Intercreditor Agreement) upon and following the funding of the
Term Loans, the issuance of the 2009 Senior Secured Notes, the 2010 Senior Secured Notes and
the 2011 Senior Secured Notes and the Secured Notes Designation.




     (g) According to the Thai Business Permit, the Reaffirming Party is permitted
to guarantee the obligations of Reynolds Group Holdings Inc., Reynolds Consumer Products
Holdings Inc., Closure Systems International Holdings Inc., Reynolds Group Issuer LLC,
Reynolds Group Issuer Inc., SIG Euro Holding AG & Co., KG aA, SIG Austria Holding GmbH,
Closure Systems International B.V., Beverage Packaging Holdings (Luxembourg) II S.A. and
Reynolds Group Issuer (Luxembourg) S.A. (collectively, the “Relevant Obligors”)
only. Subject to paragraph (h) of Section 1.01 of this Agreement, the parties
hereby agree that (i) the guarantee provided and/or assumed by the Reaffirming Party and
(ii) the scope of the debts and obligations secured by the Reaffirmed Security Documents,
shall be limited to the debts and obligations of the Relevant Obligors, regardless of
whether such debts and obligations of the Relevant Obligors are incurred by themselves or by
the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other
party’s debts.




     (h) On the effective date of a permit under the Alien Business Act B.E. 2542
obtained by the Reaffirming Party from the Director-General of the Department of Business
Development, Ministry of Commerce of Thailand in respect of the Reaffirming Party’s
guarantee of the obligations of Reynolds Group Holdings Limited and Pactiv Corporation (the
“Additional Thai Business Permit”), (i) the guarantee provided and/or assumed by the
Reaffirming Party and (ii) the scope of the debts and obligations secured by the Reaffirmed
Security Documents, shall extend, without any further action or other formality, to include
the debts and obligations of Reynolds Group Holdings Limited and Pactiv Corporation,
regardless of whether such debts and obligations thereof are incurred by themselves or by
the inclusion of, assumption of, guaranteeing of, or being jointly liable to, any other
party’s debts.




     For the purpose of this clause, the effective date of the Additional Thai Business
Permit means the date of payment of the fees required under the permit or other date as
specifically provided in such Additional Thai Business Permit.




     (i) SIG Combibloc Holding GmbH (i) agrees that, notwithstanding the borrowing
of the Term Loans and the issuance of the 2011 Senior Secured Notes, the Security Document
(as may have been amended and/or confirmed prior to the date hereof) set forth on Part II of
Schedule A hereto in respect of the shares in SIG Combibloc Ltd. to which it is a
party (the “Thai Share Pledge Agreement”) 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 Thai Share Pledge Agreement and (iii) acknowledges that such Thai Share Pledge
Agreement 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,
without limitation, to (A) the Term Loans, which are 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.




     (j) In addition to all of the foregoing, SIG Combibloc Holding GmbH hereby
confirms and agrees that, with respect to the Thai Share Pledge Agreement, the obligations
under the Term



4









 






Loans and the “Secured Obligations” as defined in the 2011 Senior Secured Notes
Indenture constitute “Obligations” described under the Thai Share Pledge Agreement.



ARTICLE II



Representations and Warranties



          SECTION 2.01. Organization; Powers. The Reaffirming Party hereby represents
and warrants as of the date hereof that it (a) is duly organized, validly existing and in good
standing (or where applicable the equivalent status in any foreign jurisdiction) under the laws of
the jurisdiction of its organization and (b) has the power and authority to execute, deliver and
perform its obligations under this Agreement.




          SECTION 2.02. Authorization. The Reaffirming Party hereby represents and
warrants as of the date hereof that the entry by it into this Agreement and the transactions
contemplated by Amendment No. 4 have been duly authorized by all requisite corporate and/or
partnership and, if required, stockholder, works council and partner action and it has obtained a
valid Thai Business Permit and the BoT Approval which are in full force and effect and have not
been amended or revoked.




          SECTION 2.03. Enforceability. The Reaffirming Party hereby represents and
warrants as of the date hereof that this Agreement has been duly executed and delivered by it and,
subject to the Legal Reservations, constitutes a legal, valid and binding obligation enforceable
against it 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; provided
that all communications and notices to Wilmington Trust (London) Limited hereunder shall be given
to it at the address set forth below, or to such other address as Wilmington Trust (London) Limited
may hereafter specify.



Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart




          SECTION 3.02. Loan Document. This Agreement is a Loan Document executed
pursuant to the Amended and Restated Credit Agreement and shall be construed, administered and
applied in accordance with the terms of the Amended and Restated 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 the
Reaffirming Party, the Collateral Agents, the Administrative Agent and the 2011 Trustee, the 2010
Trustee and the 2009 Trustee shall have been received by each of the Collateral Agents, the
Administrative Agent and 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






5









 







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 Credit Document or discharge or release
the priority of any Credit Document or any other security therefor. Nothing herein shall be
construed as a substitution or novation of the obligations outstanding under any Credit 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 Credit
Document from any of its obligations and liabilities thereunder. Each of the Credit 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 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 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]



6









 




          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 COMBIBLOC LTD.

 	 
	 	By:  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Attorney 	 



	 	 	 	 	 
	 	SIG COMBIBLOC HOLDING GMBH

 	 
	 	By:  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Authorized Signatory 	 


	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as Administrative Agent

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

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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, in its

capacity as 2011 Trustee, 2010 Trustee, 2009 Trustee

and Collateral Agent

 	 
	 	By:  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 


	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, in its

capacity as Collateral Agent

 	 
	 	By:  	/s/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager 	 
	 





 


 









 





SCHEDULE A

TO THE REAFFIRMATION AGREEMENT




Part I

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust




	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	THAILAND

	 	Conditional assignment of
bank accounts agreement
dated January 29, 2010
between SIG Combibloc Ltd.
as assignor, Wilmington
Trust (London) Limited as
collateral agent and the
Secured Parties (as defined
therein)
	 	“Obligations”
	 
	 	 	 	 
	 

	 	Conditional assignment of
receivables agreement dated
January 29, 2010 between
SIG Combibloc Ltd. as
assignor, Wilmington Trust
(London) Limited as
collateral agent and the
Secured Parties (as defined
therein)
	 	“Obligations”






Part II

List of the Reaffirmed Security Documents

Collateral Agent: Wilmington Trust




	 	 	 	 	 
	 	 	 	 	Local term covering
	 	 	 	 	“Obligations” as defined in
	JURISDICTION	 	DOCUMENTS	 	the FLICA
	THAILAND

	 	Share Pledge Agreement in
respect of shares in SIG
Combibloc Ltd granted by
SIG Combibloc Holding GmbH
dated January 29, 2010
between SIG Combibloc
Holding GmbH as pledgor,
Wilmington Trust (London)
Limited as collateral agent
and the Secured Parties (as
defined therein) and the
Pledge Supplement dated
July 6, 2011.
	 	“Obligations”






Signature Page to Reaffirmation Agreement