exv10w5w8






Exhibit 10.5.8




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 June 7, 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 2011
Senior Secured Notes Indenture (as defined below) (in such capacity, the
“2011 Trustee”), (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 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 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. Each Austrian Grantor is party to one or more of the Reaffirmed Security Documents (as
defined below).


          G. Each Austrian Grantors expects to realize, or has realized, direct and 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 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 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 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) 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 Austrian 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 “Secured Obligations” as defined in the 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.




     (c) Each Austrian 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) 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
Term Loans.




     (d) 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) and shall continue to apply, as applicable, in relation to all Obligations
following the funding of the Term Loans, the issuance of the 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 and the transactions
contemplated in Amendment No. 4 have 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 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]




 









 




          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/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized
Signatory 	 


	 	 	 	 	 
	 	SIG COMBIBLOC GMBH & CO KG, 
represented
by its general partner SIG 

Combibloc GmbH

 	 
	 	by:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized
Signatory 	 


	 	 	 	 	 
	 	SIG AUSTRIA HOLDING GMBH,

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	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 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 	 




 





 









 








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 Trust
(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”