exv10w5w1






Exhibit 10.5.1



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.





     SUPPLEMENT NO. 1 (this “Supplement”) dated as of August
27, 2010 to the Reaffirmation Agreement, dated as of May 4, 2010 and as
supplemented by this Supplement (the “Reaffirmation Agreement”),
among (a) Reynolds Group Holdings Inc. (“RGHI”), (b) Reynolds
Consumer Products Holdings Inc., Closure Systems International Holdings
Inc., SIG Euro Holding AG & Co. KGAA, SIG Austria Holding GmbH, Closure
Systems International B.V., (collectively, the “Borrowers”), (c)
Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC, and
Reynolds Group Issuer Inc., (collectively, the “Issuers”), (d) the
other Grantors party thereto, (e) Credit Suisse AG (formerly Credit Suisse),
as administrative agent (in such capacity, the “Administrative
Agent”) under the Credit Agreement (as defined below), (f) The Bank of
New York Mellon, as trustee (in such capacity, the “Trustee”) under
the Indenture dated as of November 5, 2009 among Reynolds Group Escrow LLC,
Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee,
principal agent, transfer agent, and collateral agent and The Bank of New
York Mellon, London Branch, as paying agent (as amended, supplemented or
modified, the “Indenture”) 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 Trustee, the Collateral Agents and the Austrian Grantors (as
defined below), among others, have entered into the First Lien Intercreditor Agreement dated as of
November 5, 2009, as amended by Amendment No. 1 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
applicable;




          B. RGHI, the Borrowers, the Guarantors from time to time party thereto (as defined therein),
the Lenders from time to time party thereto, the Incremental U.S. Term Lenders (as defined therein)
the other Lenders party thereto and the Administrative Agent have entered into the Amendment No. 2
and Incremental Term Loan Assumption Agreement (the “Assumption Agreement”), dated as of
May 4, 2010, relating to the Credit Agreement dated as of November 5, 2009, as amended by Amendment
No. 1, dated as of January 21, 2010, and as further amended by the Assumption Agreement (the
“Credit Agreement”), among RGHI, the other Borrowers, the Guarantors from time to time
party thereto, the Lenders from time to time party thereto and the Administrative Agent;







 









 








          D. SIG Combibloc GmbH, SIG Combibloc GmbH & Co KG and SIG Austria Holding GmbH,
(collectively, the “Austrian Grantors”) are each a party to one or more of the Reaffirmed
Security Documents (as defined below); and




          E. The Austrian Grantors expect to realize, or have realized, substantial direct and indirect
benefits as a result of the Assumption Agreement becoming effective and the consummation of the
transactions contemplated thereby.




          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) hereby consents to the
Assumption Agreement and the transactions contemplated thereby, (ii) agrees that, notwithstanding
the effectiveness of the Assumption Agreement, each of the Security Documents 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, (iii) confirms its
respective guarantees, pledges and grants of security interests in the Collateral to the extent
provided in the Reaffirmed Security Documents and (iv) acknowledges that each such Reaffirmed
Security Document to which it is a party 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, to the Incremental U.S. Term Loans (as defined in the Assumption Agreement),
which shall be considered “Credit Agreement Obligations” under the First Lien Intercreditor
Agreement.





     (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 Incremental
U.S. Term Loans 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) agrees that, notwithstanding the effectiveness of
the Assumption Agreement, Article X of the Credit Agreement continues to be in full force
and effect, (ii) confirms its guarantee of the Obligations as provided in the Loan Documents
as originally executed (including any limitations expressly set forth therein) and (iii)
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 Obligations under the Credit Agreement and the other Loan
Documents, including the Incremental U.S. Term Loans.



 









 





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 Supplement.




          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 Supplement and the
transactions contemplated in the Assumption Agreement 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 Supplement has been duly executed and delivered by such Austrian
Grantor and, subject to the Legal Reservations, this Supplement 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.




          SECTION 3.02. Loan Document. The Reaffirmation Agreement is a Loan Document (as
defined in the Credit Agreement) 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 Supplement 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 and the Trustee shall have been received
by each of the Collateral Agents, the Administrative Agent and the Trustee. This Supplement may
not be amended nor may any provision hereof be waived except pursuant to a writing signed by each
of the parties hereto. This Supplement 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 Supplement shall be effective as delivery of an original executed
counterpart of this Supplement.




          SECTION 3.04. No Novation. Neither this Supplement nor the Reaffirmation Agreement
shall 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 or in the Reaffirmation Agreement 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
Supplement nor the Reaffirmation Agreement or in any other document contemplated hereby shall be
construed as a release or other discharge of RGHI, any Borrower, Issuer or 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
Supplement.




          SECTION 3.05. GOVERNING LAW. THIS SUPPLEMENT 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
Supplement as if incorporated herein mutatis mutandis.




          SECTION 3.07. No Other Supplement; Confirmation. Except as expressly set forth
herein, this Supplement 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
Supplement 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 Supplement to be duly executed by
their respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	SIG COMBIBLOC GMBH,

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	by  	                /s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	SIG COMBIBLOC GMBH & CO KG,

represented by its general

partner SIG Combibloc GmbH

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



	 	 	 	 	 
	 	SIG AUSTRIA HOLDING GMBH,

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




	 	 	 	 	 
	 	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/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title:  	Vice
President 	 
	 
	 	 	 
	 	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 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/ Michael Quinun
 	 
	 	 	Name:  	Michael Quinun 	 
	 	 	Title:  	Director 	 




 









 





SCHEDULE A

TO SUPPLEMENT NO. 1 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”






 









 





	 	 	 	 	 
	BAKERS CHOICE PRODUCTS, INC. 

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	BLUE RIDGE HOLDING CORP.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	BLUE RIDGE PAPER PRODUCTS INC.

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	BRPP, LLC


	 
	 	
By: BLUE RIDGE PAPER PRODUCTS INC., its

Sole Member and Manager

 
	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

 

	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 





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. KG aA 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”