exv10w5w11






Exhibit 10.5.11



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 October 14, 2011 (this
“Agreement”), among (a) SIG Combibloc GmbH, SIG Combibloc GmbH & Co
KG and SIG Austria Holding GmbH (collectively, the “Austrian
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 under the New
2011 Senior Secured Notes Indenture (as defined below) (in such capacity,
the “New 2011 Trustee”), (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 Austrian
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 defined below), as applicable.




          B. Pursuant to the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as
amended from time to time on or prior to the date hereof), 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 September 8, 2011, borrowed
the Tranche C Term Loans (as defined in Amendment No. 6 and Incremental Term Loan Assumption
Agreement dated as of August 9, 2011 to the Credit Agreement (“Amendment No. 6”)).




          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 Issuers (as successors to the Escrow Issuers (as defined in the New 2011 Senior Secured
Notes Indenture)), the Collateral Agents, the New 2011 Trustee and The Bank of New York Mellon,
London Branch, as paying agent, among others, entered into an indenture, dated as of August 9, 2011
(the “New 2011 Senior Secured Notes Indenture”), pursuant to which the Issuers issued debt
securities (the “New 2011 Senior Secured Notes”). On September 8, 2011, in connection with
such issuance, the New 2011 Trustee became a party to the First Lien Intercreditor Agreement
pursuant to Section 5.02(c) thereof.




          G. Each Austrian Grantor is party to one or more of the Reaffirmed Security Documents (as
defined below).




          H. Each Austrian Grantors expects to realize, or has realized, direct and indirect benefits
as a result of the funding of the Tranche C Term Loans, the issuance of the New 2011 Senior
Secured Notes and the consummation of the transactions related thereto.




          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) agrees that,
notwithstanding the borrowing of the Tranche C Term Loans and the issuance of the New 2011 Senior
Secured Notes, each of the Security Documents (as each may have been amended, modified 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 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 Tranche C Term Loans, which are, as of August 9, 2011,
considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement and (B) the
“Secured Obligations” as defined in the New 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”).




          SECTION 1.02. 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 Tranche C Term Loans
and “Secured Obligations” as defined in the New 2011 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.





     (a) Each Austrian Grantor hereby (i) ratifies and affirms Amendment No. 6 and the
transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of
Amendment No. 6, 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) 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 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
Tranche C Term Loans.




     (b) 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
(as defined in the First Lien Intercreditor Agreement)) and shall continue to apply, as
applicable, in relation to all Obligations following the funding of the Tranche C Term
Loans, the issuance of the New 2011 Senior Secured Notes 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 Agreement.




          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 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 Austrian Grantor hereby represents and warrants as
of the date hereof that this Agreement has been duly executed and delivered by such Austrian
Grantor and, subject to the Legal Reservations, this Agreement 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; 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 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 Austrian
Grantor, the Collateral Agents, the Administrative Agent, the New 2011 Trustee, the 2011 Trustee,
the 2010 Trustee and the 2009 Trustee shall have been received by each of the Collateral Agents,
the Administrative Agent, the New 2011 Trustee, 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 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 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]




 









 




          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 GMBH,

 	 
	 	by  	/s/ Jennie Blizard
 	 
	 	 	Name:  	Jennie Blizard 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	SIG COMBIBLOC GMBH & CO KG,

represented by its general partner SIG

Combibloc GmbH

 	 
	 	By:  	/s/ Jennie Blizard
 	 
	 	 	Name:  	Jennie Blizard 	 
	 	 	Title:  	Authorized Signatory 	 
	 


	 	 	 	 	 
	 	SIG AUSTRIA HOLDING GMBH,

 	 
	 	By:  	/s/ Jennie Blizard
 	 
	 	 	Name:  	Jennie Blizard 	 
	 	 	Title:  	Authorized Signatory 	 
	 




	 	 	 	 	 
	 	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/ 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 New 2011 Trustee, 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/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager 	 
	 







 









 








	 	 	 	 	 
	 	SIG AUSTRIA HOLDING GMBH,

 	 
	 	By:  	/s/ Jennie Blizard
 	 
	 	 	Name:  	Jennie Blizard 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]







 









 








	 	 	 	 	 
	 	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/ Robert Hetu
 	 
	 	 	Name:  	Robert Hetu 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	by  	/s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]





 









 








	 	 	 	 	 
	 	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 New 2011 Trustee, 2011

Trustee, 2010 Trustee and 2009 Trustee,

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



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]






 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON)

LIMITED, IN ITS CAPACITY AS

COLLATERAL AGENT

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



[SIGNATURE PAGE TO THE REAFFIRMATION AGREEMENT]






 









 








SCHEDULE A

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
of Wilmington Trustx
(London) Limited.	 	“Obligations”






 









 






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








2









 








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”