exv4w5w15






EXHIBIT 4.5.15



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.





     FIFTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Fifteenth Senior
Secured Notes Supplemental Indenture”) dated as of June 15, 2012 among Reynolds
Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”),
Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds
Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company)
organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with
the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings
(Luxembourg) I S.A. (“BP I”), The Bank of New York Mellon, as trustee (the
“Trustee”), principal paying agent, transfer agent, registrar and collateral agent
(the “Original Collateral Agent”) and Wilmington Trust (London) Limited, as
additional collateral agent (the “Additional Collateral Agent”), to the indenture
dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes
Indenture”), in respect of the issuance of an aggregate principal amount of
$1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured
Notes”).



W I T N E S S E T H :




     WHEREAS pursuant to Section 9.01(a)(i) of the Senior Secured Notes Indenture, the Trustee, the
Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i)
to amend the Senior Secured Notes Indenture to cure any ambiguity, omission, mistake, defect or
inconsistency and (ii) to execute and deliver this Fifteenth Senior Secured Notes Supplemental
Indenture;



     Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior Secured Notes Indenture.



 









 





     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each Issuer and BP I
covenant and agree as follows:



          1. Amendment to the Senior Secured Notes Indenture. The Senior Secured Notes
Indenture is hereby amended by adding at the end of the first paragraph of the definition of “Fixed
Charge Coverage Ratio” in Section 1.01 immediately after the words “or issued pursuant to Section
4.03(b)” the following:




          “which is omitted from the pro forma calculation pursuant to the foregoing clause (a).”




          2. Ratification of Senior Secured Notes Indenture; Fifteenth Senior Secured Notes
Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended
hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Fifteenth
Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture
for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated
and delivered shall be bound hereby.




          3. Governing Law. THIS FIFTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No
Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no
representation as to the validity or sufficiency of this Fifteenth Senior Secured Notes
Supplemental Indenture.




          5. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior
Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which
in each case, for purposes of this Section, shall include its officers, directors, employees,
agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense
(including properly incurred attorneys’ fees and expenses) incurred by or in connection with the
entry into this Fifteenth Senior Secured Notes Supplemental Indenture and the performance of its
duties hereunder, including the costs and expenses of enforcing this Fifteenth Senior Secured Notes
Supplemental Indenture against the Issuers and BP I (including this Section) and defending itself
against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other
Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the
Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The
Trustee or the applicable Agent shall notify the Issuers of any




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claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers
or BP I executing this Fifteenth Senior Secured Notes Supplemental Indenture of its indemnity
obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide
reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have
separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such
counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or
expense incurred by an indemnified party solely through such party’s own willful misconduct,
negligence or bad faith.




          (b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee
shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by
the Trustee other than money or property held to pay principal of and interest on the Senior
Secured Notes.




          6. Duplicate Originals. The parties may sign any number of copies of this Fifteenth
Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.




          7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction thereof.




          8. No Adverse Interpretation of Other Agreements. This Fifteenth Senior Secured
Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement
of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Fifteenth Senior Secured Notes Supplemental Indenture.




          9. No Recourse Against Others. No director, officer, employee, manager, incorporator
or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent
corporation will have any liability for any obligations of the Issuers or Senior Secured Note
Guarantors under the Senior Secured Notes, this Fifteenth Senior Secured Notes Supplemental
Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and
releases all such liability. The waiver may not be effective to waive liabilities under the
federal securities laws.




          10. Successors and Assigns. All covenants and agreements of the Issuers and BP I in
this Fifteenth Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind
their respective successors and assigns. All agreements of the Trustee and each Collateral Agent
in this Fifteenth Senior Secured Notes Supplemental Indenture shall bind its successors and
assigns.








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          11. Severability. In case any one or more of the provisions contained in this
Fifteenth Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Fifteenth Senior Secured Notes
Supplemental Indenture or the Senior Secured Notes.




          12. Notices. Any order, consent, notice or communication shall be sufficiently given
if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as
follows:



if to any of the Issuers:



Level 22

20 Bond Street

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



and



if to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:



The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com



and



if to the Additional Collateral Agent:



Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton




          13. Amendments and Modification. This Fifteenth Senior Secured Notes Supplemental
Indenture may be amended, modified, or supplemented only as permitted






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by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.







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     IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly
executed as of the date first above written.



	 	 	 	 	 	 	 

	 	 	REYNOLDS GROUP ISSUER LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding
 

	 	 
	 	 	Name: Helen D. Golding	 	 
	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding
 

	 	 
	 	 	Name: Helen D. Golding	 	 
	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding
 

	 	 
	 	 	Name: Helen D. Golding	 	 
	 	 	Title: Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING
HOLDINGS
 (LUXEMBOURG) I S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding
 

	 	 
	 	 	Name: Helen D. Golding	 	 
	 	 	Title: Officer	 	 






Supplemental Indenture

(Senior Secured Notes — February 2011 — Fixed Charge Coverage Ratio)




 









 






	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as Trustee,
Principal Paying Agent, Transfer Agent, Registrar
and Original Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Catherine F. Donohue
 

	 	 
	 	 	Name: Catherine F. Donohue	 	 
	 	 	Title: Vice President	 	 






Supplemental Indenture

(Senior Secured Notes — February 2011 — Fixed Charge Coverage Ratio)




 









 






	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED, 

as Additional
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Barton
 

	 	 
	 	 	Name: Paul Barton	 	 
	 	 	Title: Relationship Manager	 	 






Supplemental Indenture

(Senior Secured Notes — February 2011 — Fixed Charge Coverage Ratio)