exv4w6w31






EXHIBIT 4.6.31



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 NOTES SUPPLEMENTAL INDENTURE (this “Fifteenth Senior
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”) and The
Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent,
registrar and transfer agent, to the indenture dated as of February 1, 2011,
as amended or supplemented (the “Senior Notes Indenture”), in respect of the
issuance of an aggregate principal amount of $1,000,000,000 of 8.250% Senior
Notes due 2021 (the “Senior Notes”).



W I T N E S S E T H :




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




          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior 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 Notes Indenture. The Senior 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 Notes Indenture; Fifteenth Senior Notes Supplemental Indenture
Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior 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 Notes Supplemental Indenture shall
form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note
heretofore or hereafter authenticated and delivered shall be bound hereby.




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




          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Fifteenth Senior Notes Supplemental Indenture.




          5. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior 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 Notes Supplemental Indenture and the performance of its duties hereunder,
including the costs and expenses of enforcing this Fifteenth Senior 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 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 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 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 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 Notes.




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







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          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 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 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 Note Guarantors
under the Senior Notes, this Fifteenth Senior 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
Notes by accepting a Senior 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 Notes Supplemental Indenture and the Senior Notes shall bind their respective
successors and assigns. All agreements of the Trustee in this Fifteenth Senior Notes Supplemental
Indenture shall bind its successors and assigns.




          11. Severability. In case any one or more of the provisions contained in this
Fifteenth Senior Notes Supplemental Indenture or the Senior 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 Notes Supplemental
Indenture or the Senior 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, Principal Paying Agent, Transfer Agent or Registrar:



The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286




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Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com




          13. Amendments and Modification. This Fifteenth Senior Notes Supplemental Indenture
may be amended, modified, or supplemented only as permitted by the Senior 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 Notes — February 2011 — Fixed Charge Coverage Ratio)




 









 






	 	 	 	 	 	 	 

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

	 	By:
	 	/s/ Catherine F. Donohue
 

	 	 
	 	 	Name: Catherine F. Donohue	 	 
	 	 	Title: Vice President	 	 






Supplemental Indenture

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