exv4w10w3






EXHIBIT 4.10.3



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.




THIRD SENIOR NOTES REGISTRATION RIGHTS JOINDER




     With respect to the Senior Notes Registration Rights Agreement, dated as of October 15, 2010,
among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the
“US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under
the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg)
I S.A., a company incorporated as a société anonyme (a public limited liability company) under the
laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and
the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as
representative of the Initial Purchasers (as defined therein and, such agreement, the “Senior Notes
Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each of the signatories hereto assumes all of the rights and
obligations as Guarantors under the Senior Notes Registration Rights Agreement, in each case, as of
the effective time of the Escrow Release Date (as defined in the Senior Notes Registration Rights
Agreement) and as though it had entered into the Senior Notes Registration Rights Agreement on
October 15, 2010. The obligations assumed by the Guarantors under this Joinder, dated January 14,
2011, shall be joint and several obligations. Capitalized terms used but not defined in this
Joinder shall have the meanings given to such terms in the Senior Notes Registration Rights
Agreement.



     This Joinder shall be governed by, and construed in accordance with, the laws of the State of
New York. Notwithstanding any other provision of this Joinder and any of the provisions of the
Senior Notes Registration Rights Agreement / Senior Secured Notes Registration Rights Agreement,
any guarantee or indemnity given by or other obligation assumed by a Guarantor organized in Austria
(each an “Austrian Guarantor”) is meant as and is to be interpreted as an abstract guarantee
agreement (abstrakter Garantievertrag) and not as surety (Bürgschaft) or joint obligation as
borrower (Mitschuldnerschaft) and such Austrian Guarantor undertakes to pay the amounts due under
or pursuant to such obligation unconditionally, irrevocably, upon first demand and without raising
any defenses (unbedignt, unwiderruflich, über erste Anforderung und Verzicht auf alle
Einwendungen). The obligation of any Austrian Guarantor under this Joinder or the Senior Notes
Registration Rights Agreement / Senior Secured Notes Registration Rights Agreement shall be limited
so that no assumption of an obligation shall be required if such assumption would violate mandatory
Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian company law,
including Sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über
Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock
Corporation Act (Aktiengesetz); and should any obligation under this Joinder or the Senior Notes
Registration Rights Agreement / Senior Secured Notes Registration Rights Agreement violate or
contradict Austrian capital maintenance rules and should therefore be held invalid or
unenforceable, such liability and/or obligation shall be deemed to be replaced by a liability
and/or obligation of a similar nature that is in compliance with Austrian capital maintenance rules
and that provides the best possible security interest in favour of the Trustee or the Holders, for
the ratable benefit of the Holders.



 









 





	 	 	 	 	 
	 	Very truly yours,



SIG AUSTRIA HOLDING GMBH 

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC GMBH

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC GMBH & CO KG
(AUSTRIA) represented by its general partner SIG

COMBIBLOC GMBH

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Third Joinder to the Registration Rights Agreement (Senior Notes)