Second Senior Secured Notes Supplemental Indenture to the 5.750% Senior Secured



 EXHIBIT 4.6.47 
 The taking of any Senior Secured Note Document or any certified copy thereof or any other documents which constitute substitute documentation therefor, or any document that includes written
confirmations or references thereto, into Austria as well as printing out any e-mail communication that refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document
is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Senior Secured Note Document to an Austrian addressee may cause the imposition of Austrian stamp duty.
Accordingly, keep the original documents as well as all certified copies thereof and written and signed references thereto outside of Austria and avoid printing out any e-mail communication which refers to any Senior Secured Note Document in Austria
or sending any e-mail communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature that refers to any Senior Secured Note
Document to an Austrian addressee. 
 SECOND SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this
“Senior Secured Notes Supplemental Indenture”) dated as of December 14, 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” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited
liability company) (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a company incorporated as a Luxembourg société anonyme (a
public limited liability company) (“BP I”), Beverage Packaging Holdings (Luxembourg) V S.A., a Luxembourg public limited liability company (société anonyme) (the “Additional Senior Secured Note
Guarantor”), 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”), under the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of
the issuance of an aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”). 
 W I T N E S S E T H : 
 WHEREAS pursuant to Section 4.11(a)(i) of the Senior
Secured Notes Indenture, each Restricted Subsidiary incorporated or otherwise organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia shall be required to enter into its
respective Senior Secured Note Guarantee within 135 days following the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion); 







 WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, BP I, the
Issuers, the Trustee and the Collateral Agent are entitled to execute and deliver this 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, the Additional Senior Secured Note Guarantor mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows: 

1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note
Guarantors unconditionally guarantees the Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and
agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture. 
 2. Ratification of Senior Secured Notes Indenture; 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 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 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. 
 4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations.
The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture. 

5. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 
 6. Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction thereof. 

  
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 7. No Adverse Interpretation of Other Agreements. This 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 Senior Secured
Notes Supplemental Indenture. 
 8. No Recourse Against Others. No (i) 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 or (ii) director, officer, employee or manager of the Additional Senior Secured Note Guarantor, will have any
liability for any obligations of the Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation; provided, however, the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting
a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 9. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior
Secured Notes Supplemental Indenture, 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 acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers,
BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, 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 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, BP I or the Additional
Senior Secured Note Guarantor executing this 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, BP I and the Additional Senior Secured Note Guarantor, 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. 

  
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 (b) To secure the payment obligations of the Issuers, BP I and the Additional Senior
Secured Note Guarantor 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. 
 10. Successors and Assigns. All covenants and agreements of the Issuers and the Additional Senior
Secured Note Guarantor in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind
its successors and assigns. 
 11. Severability. In case any one or more of the provisions contained in this 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
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 or the Additional Senior Secured Note Guarantor: 
 Level
22 
 20 Bond Street, 
 Sydney, NSW 2000, Australia 
 Attn: Helen Golding 

Fax: +61292686693 
 helen.golding@rankgroup.co.nz 
 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 

  
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 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 Senior
Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted 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 Senior Secured Notes Supplemental
Indenture to be duly executed as of the date first above written. 
  

			
	REYNOLDS GROUP ISSUER LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS GROUP ISSUER INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory
	
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory


 SUPPLEMENTAL INDENTURE 

(SENIOR SECURED NOTES – SEPTEMBER 2012) 







 
			
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A.
	        By	 	
		 	 /s/ Karen M. Mower

	        Name:	 	Karen M. Mower
	        Title:	 	Authorized Signatory


 SUPPLEMENTAL INDENTURE 

(SENIOR SECURED NOTES – SEPTEMBER 2012) 







 
			
	 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 – SEPTEMBER 2012) 







 
			
	WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
		
	By:	 	 /s/ Paul Barton

	Name:	 	Paul Barton
	Title:	 	Relationship Manager


 SUPPLEMENTAL INDENTURE 

(SENIOR SECURED NOTES – SEPTEMBER 2012)