exv10w1w77






Exhibit 10.1.77



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substitute documentation for it, or any document which includes written confirmations or references
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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
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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 20, 2012
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 LLC (f/k/a
Reynolds Consumer Products Holdings Inc.), a Delaware limited
liability company, PACTIV LLC (f/k/a Pactiv Corporation), a
Delaware limited liability company, 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. Each New Guarantor is duly organized under the law of the jurisdiction
listed opposite its legal name on Schedule I to this Joinder.



2









 





     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.



     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.



3









 





     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 PX COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	GRAHAM PACKAGING PX, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PX, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPACSUB LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GPC CAPITAL CORP. I
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Guarantor Joinder




 









 








	 	 	 	 	 	 	 

	 	GPC CAPITAL CORP. II
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPC OPCO GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPC SUB GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING ACQUISITION CORP.
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Guarantor Joinder




 









 








	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING GP
	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING LC, L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 
	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING LP
	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PET
	 	TECHNOLOGIES INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Guarantor Joinder









 









 








	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING PLASTIC
	 	PRODUCTS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PX HOLDING
	 	CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING REGIOPLAST
	 	STS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING MINSTER LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Guarantor Joinder







 









 








	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING HOLDINGS
	 	COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	BCP/GRAHAM HOLDINGS L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM RECYCLING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 

	 	By
	 	GPC SUB GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING WEST
	 	JORDAN, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS
	 	(LUXEMBOURG) IV S.À R.L.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






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	 	 






Guarantor Joinder












 









 








SCHEDULE I




Subsidiary Jurisdictions




	 	 	 	 	 
	Entity Name	 	Jurisdiction
	 
	 	 	 	 
	United States	 	 
	1.

	 	Graham Packaging PX Company (formerly Plaxicon Company)
	 	California
	 
	 	 	 	 
	2.

	 	Graham Packaging PX, LLC (formerly Plaxicon, LLC)
	 	California
	 
	 	 	 	 
	3.

	 	GPACSUB LLC
	 	Delaware
	 
	 	 	 	 
	4.

	 	GPC Capital Corp. I
	 	Delaware
	 
	 	 	 	 
	5.

	 	GPC Capital Corp. II
	 	Delaware
	 
	 	 	 	 
	6.

	 	GPC Opco GP LLC
	 	Delaware
	 
	 	 	 	 
	7.

	 	GPC Sub GP LLC
	 	Delaware
	 
	 	 	 	 
	8.

	 	Graham Packaging Acquisition Corp.
	 	Delaware
	 
	 	 	 	 
	9.

	 	Graham Packaging Company, L.P.
	 	Delaware
	 
	 	 	 	 
	10.

	 	Graham Packaging GP Acquisition LLC
	 	Delaware
	 
	 	 	 	 
	11.

	 	Graham Packaging LC, L.P. (Formerly Liquid Container,
L.P.)
	 	Delaware
	 
	 	 	 	 
	12.

	 	Graham Packaging LP Acquisition LLC
	 	Delaware
	 
	 	 	 	 
	13.

	 	Graham Packaging PET Technologies Inc.
	 	Delaware
	 
	 	 	 	 
	14.

	 	Graham Packaging Plastic Products Inc.
	 	Delaware
	 
	 	 	 	 
	15.

	 	Graham Packaging PX Holding Corporation (formerly

Plaxicon Holding Corporation)
	 	Delaware
	 
	 	 	 	 
	16.

	 	Graham Packaging Regioplast STS Inc.
	 	Delaware






 









 





SCHEDULE I




	 	 	 	 	 
	 	 	Entity Name	 	Jurisdiction
	 
	 	 	 	 
	17.

	 	Graham Packaging Minster LLC
	 	Ohio
	 
	 	 	 	 
	18.

	 	Graham Packaging Holdings Company
	 	Pennsylvania
	 
	 	 	 	 
	19.

	 	Graham Recycling Company, L.P.
	 	Pennsylvania
	 
	 	 	 	 
	20.

	 	Graham Packaging West Jordan, LLC
	 	Utah
	 
	 	 	 	 
	Non-United States	 	 
	 
	 	 	 	 
	21.

	 	Beverage Packaging Holdings (Luxembourg) IV S.à r.l.
	 	Luxembourg