exv10w1w38






EXHIBIT 10.1.38



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 May 4, 2010 to
the Credit Agreement dated as of November 5, 2009 as amended on
January 21, 2010 by Amendment No. 1 and as amended on May 4, 2010
by Amendment No. 2 (as further 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.




          (b) The New Guarantor acknowledges and represents that (i) it will receive valuable direct or
indirect benefits as a result of the entering into of this Joinder and the transactions
contemplated by the Loan Documents; (ii) it is solvent pursuant to the terms of the Mexican Ley de
Concursos Mercantiles; and (iii) it is not subject to concurso mercantil or bankruptcy (quiebra)
proceedings and it has no reason to believe that it will be declared in concurso mercantil or
bankrupt (quiebra).




          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 law of Mexico. The
guarantee of the New Guarantor is subject to the relevant limitations and waivers set forth on
Schedule 10.03 to the Credit Agreement.




          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.





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          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.









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          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.




	 	 	 	 	 
	 	EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	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 	 
	 



Signature Page to Guarantor Joinder of Evergreen Packaging Mexico, S. de R.L. de C.V.