exv10w1w34






EXHIBIT 10.1.34




     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.



          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 Luxembourg. The
guarantee of the New Guarantor giving a guarantee other than in respect of its subsidiary is
subject to the following limitations:



          (a) Notwithstanding any other provisions of this Joinder or any other Loan Document, the
obligations of the New Guarantor under Section 10.01 of the Credit Agreement and Article X of the
Senior Secured Note Indenture and Article X of the 2010 Indenture relating to the 2010 Senior
Unsecured Notes in respect of the obligations of any Loan Party that is not a direct or indirect
subsidiary of the New Guarantor, shall be limited at any time to an aggregate amount not exceeding
the higher of 90% of:




	 	a.	 	the New Guarantor’s own funds (capitaux
propres), as referred to in article 34 of the Luxembourg Law dated 19
December 2002 concerning the trade and companies




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	 	 	 	register and the
accounting and annual accounts of undertakings (the “2002 Law”) as at
the date of demand of payment under the Credit Agreement , increased
by the amount of any Luxembourg Intra-Group Liabilities (as defined
below); and






	 	b.	 	the New Guarantor’s own funds (capitaux
propres), as referred to in article 34 of the 2002 Law as at the date
of this Joinder, increased by the amount of any Luxembourg
Intra-Group Liabilities (as defined below).





          (b) The Limitation set forth in clause (a) above shall not apply to any amounts due by a Loan
Party which has been directly or indirectly advanced to such New Guarantor or any of its
subsidiaries.



          (c) The term “Luxembourg Intra-Group Liabilities” means any amounts owed by the New Guarantor
to Holdings or any Subsidiaries that have not been financed (directly or indirectly) by a borrowing
under the Credit Agreement.



          (d) The obligations of the New Guarantor under the Credit Agreement shall not include any
obligations that, if incurred, would constitute a breach of the provisions on financial assistance
as defined by Article 49-6 of the Luxembourg law of 10 August 1915 on commercial companies, as
amended, to the extent applicable, at the date of this Joinder, to the New Guarantor having the
form of a private limited liability company.



          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.



          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,



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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

(LUXEMBOURG) S.À R.L., a private

limited liability company (société à

responsabilité limitéé) with registered office 

at 6c, Parc D’Activités Syrdall, L-5365 

Munsbach, Grand-Duchy of Luxembourg

 	 
	 	by  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Authorised Signatory 	 
	 



	 	 	 	 	 
	 	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 (Luxembourg) S.à r.l.