exv10w1w71






EXHIBIT 10.1.71



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 March 2, 2011
to the Amended and Restated Credit Agreement dated as of February
9, 2011 (as amended, supplemented or otherwise modified from time
to time, the “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 Amended and Restated Credit Agreement.



          B. The Guarantors have entered into the 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 Amended and Restated Credit Agreement provides



 









 





that additional Subsidiaries may become Guarantors under the 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 Amended and Restated Credit Agreement to become
Guarantors under the 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 Amended and Restated Credit Agreement, the
New Guarantors by their signature below become Guarantors under the 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 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 Amended and
Restated Credit Agreement shall be deemed to include each New Guarantor. The 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 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. Each New Guarantor is a company duly organized under the law of Germany. The
guarantee of each New Guarantor is subject to the applicable limitations set forth on Schedule
10.03 to the Amended and Restated Credit Agreement.



          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 Amended and Restated 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



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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 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 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 Amended and Restated Credit Agreement) be in writing and given as provided in
Section 9.01 of the 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 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.



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          IN WITNESS WHEREOF, the New Guarantors and the Administrative Agent have duly executed this
Joinder to the Amended and Restated Credit Agreement as of the day and year first above written.



	 	 	 	 	 
	 	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

 	 
	 	by  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	OMNI-PAC GMBH VERPACKUNGSMITTEL

 	 
	 	by  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	PACTIV DEUTSCHLAND

 HOLDINGGESELLSCHAFT MBH

 	 
	 	by  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	PACTIV HAMBURG HOLDINGS GMBH

 	 
	 	by  	/s/ Stephen Pardy
 	 
	 	 	Name:  	Stephen Pardy 	 
	 	 	Title:  	Attorney in Fact 	 
	 



[Signature Page to Pactiv German Guarantor Joinder]





 









 








	 	 	 	 	 
	 	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 Pactiv German Guarantor Joinder]