exv10w1w75






Exhibit 10.1.75




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     GUARANTOR JOINDER (this “Joinder”) dated as of September 8,
2011 to the Second Amended and Restated Credit Agreement dated as
of August 9, 2011 (as amended, supplemented or otherwise modified
from time to time, the “Second Amended and Restated Credit
Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware
corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS INC., a Delaware
corporation, PACTIV CORPORATION, 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, as administrative
agent.



          A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Second Amended and Restated Credit Agreement.




          B. The Guarantors have entered into the Second Amended and Restated Credit Agreement in order
to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit. Section 5.12
of the Second Amended and Restated Credit




 









 







Agreement provides that additional Subsidiaries may
become Guarantors under the Second Amended and Restated Credit Agreement by execution and delivery
of an instrument in the form of this Joinder. The undersigned Subsidiaries (each, a “New
Guarantor” and collectively, the “New Guarantors”) are executing this Joinder in accordance with
the requirements of the Second Amended and Restated Credit Agreement to become Guarantors under the
Second Amended and Restated 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 Guarantors agree as follows:




          SECTION 1. In accordance with Section 5.12 of the Second Amended and Restated Credit
Agreement, the New Guarantors by their signature below become Guarantors under the Second Amended
and Restated Credit Agreement with the same force and effect as if originally named therein as
Guarantors and the New Guarantors hereby (i) agree to all the terms and provisions of the Second
Amended and Restated Credit Agreement applicable to them as Guarantors thereunder and (ii)
represent and warrant that the representations and warranties made by them as Guarantors 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 Second Amended and Restated Credit Agreement shall be deemed to include each New
Guarantor. The Second Amended and Restated Credit Agreement is hereby incorporated herein by
reference.




          SECTION 2. Each New Guarantor hereby agrees to (i) be bound by and become a party to the
First Lien Intercreditor Agreement, as amended, supplemented or otherwise modified from time to
time, 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 (as defined in the Existing Intercreditor Agreement) thereunder.




          SECTION 3. Each 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 such
New Guarantor and constitutes such New Guarantor’s legal, valid and binding obligation, enforceable
against it in accordance with its terms.




          SECTION 4. Graham Packaging Company Inc. is a company duly organized under the law of the
State of Delaware. GPC Holdings LLC is a company duly organized under the law of the State of
Delaware. BCP/Graham Holdings L.L.C. is a company duly organized under the law of the State of
Delaware.




          SECTION 5. Each New Guarantor confirms that no Default has occurred or would occur as a
result of such New Guarantor becoming a Guarantor under the Second Amended and Restated 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 Guarantors and the Administrative Agent. Delivery of an executed
signature page to this Joinder by facsimile transmission or other electronic transmission (e.g.
“pdf”) shall be as effective as delivery of a manually signed counterpart of this Joinder.




          SECTION 7. Except as expressly supplemented hereby, the Second Amended and Restated 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 Second Amended and Restated 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 Second Amended and Restated Credit Agreement) be in writing and given as provided
in Section 9.01 of the Second Amended and Restated Credit Agreement. All communications and notices
hereunder to the New Guarantors shall be given to the New Guarantors in care of Holdings as
provided in Section 9.01 of the Second Amended and Restated Credit Agreement.




          SECTION 11. Each 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.




          SECTION 12. Graham Packaging Company Inc. hereby expressly assumes all obligations of
Bucephalas Acquisition Corp. under that certain Guarantor Joinder to the Second Amended and
Restated Credit Agreement, dated as of August 19,
2011 between Bucephalas Acquisition Corp. and Credit Suisse AG, as administrative agent.




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          IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly executed this
Guarantor Joinder as of the day and year first above written.




	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY INC.

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



	 	 	 	 	 
	 	GPC HOLDINGS LLC

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



	 	 	 	 	 
	 	BCP/GRAHAM HOLDINGS L.L.C.

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



[Signature Page to Guarantor Joinder]



 









 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN 

ISLANDS BRANCH, as Administrative
Agent

 	 
	 	by  	/s/ Ari Bruger
 	 
	 	 	Name:  	Ari Bruger 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	by  	      /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 



[Signature Page to Guarantor Joinder]