exv4w15






			
	
	 	EXHIBIT 4.15
	 
	 	


	 
	 	






Dated 5 NOVEMBER 2009

AMENDMENT AND RESTATEMENT AGREEMENT



REYNOLDS GROUP HOLDINGS LIMITED

AS PARENT

AND

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

AS THE COMPANY

AND

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

AS ADMINISTRATIVE AGENT

AND

THE BANK OF NEW YORK MELLON

AS COLLATERAL AGENT

AND

CREDIT SUISSE

AS THE SECURITY TRUSTEE

AND

THE BANK OF NEW YORK MELLON

AS SENIOR SECURED NOTES TRUSTEE

AND

THE BANK OF NEW YORK MELLON

AS THE HIGH YIELD NOTEHOLDERS TRUSTEE

AND

OTHERS



 



RELATING TO AN

INTERCREDITOR AGREEMENT

DATED 11 MAY 2007

(as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007)

 




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.







 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions And Interpretation
	 	 	2	 
	2. Restatement
	 	 	3	 
	3. Accession Provisions
	 	 	3	 
	4. Continuity And Further Assurance
	 	 	4	 
	5. Miscellaneous
	 	 	4	 
	6. Governing Law
	 	 	5	 
	Schedule 1 Restated Intercreditor Agreement
	 	 	6	 






 









 





THIS AGREEMENT is dated 5 November 2009 and made between:





	(1)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. (formerly known as Rank Holdings I S.A.), a
public limited liability company (société anonyme) incorporated under the laws of Luxembourg
with registered office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach, Grand Duchy of
Luxembourg, registered with the Luxembourg Register of Commerce and Companies under the number
B 128592 (the “Company”);






	(2)	 	REYNOLDS GROUP HOLDINGS LIMITED (formerly known as Rank Group Holdings Limited), a company
incorporated in New Zealand with registered number 1812226 (“Parent”);






	(3)	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (formerly known as Rank Holdings II S.A.), a
public limited liability company (société anonyme) incorporated under the laws of Luxembourg
with registered office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach, registered with the
Luxembourg Register of Commerce and Companies under the number B 128914 (“Luxco B”);






	(4)	 	THE COMPANIES whose names are set out in the signature pages to this Agreement under the
heading “The Obligors” (the “ Obligors”);






	(5)	 	THE COMPANIES whose names are set out in the signature pages to this Agreement under the
heading “Subordinated Guarantor” (the “Subordinated Guarantors”);






	(6)	 	THE BANK OF NEW YORK MELLON as the Collateral Agent as appointed under the First Lien
Intercreditor Agreement (as defined below);






	(7)	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH as the Administrative Agent under the Senior Facilities
Agreement;






	(8)	 	CREDIT SUISSE, as the Security Trustee for the HY Noteholders;






	(9)	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH as the Senior Issuing Bank;






	(10)	 	THE BANK OF NEW YORK MELLON, as the Senior Secured Notes Trustee;






	(11)	 	THE BANK OF NEW YORK MELLON, as the HY Noteholders Trustee; and






	(12)	 	CREDIT SUISSE, as Senior Agent, Senior Issuing Bank and Subordinated Bridging Agent (each
such term as defined in the Original Intercreditor Agreement) and Security Trustee for the
Senior Creditors (as defined in the Original Intercreditor Agreement).





RECITALS:





	(A)	 	In order to fund the Acquisition (as defined below), new Senior Secured Notes (as
defined below) will be issued (subject to the Escrow) by Reynolds Group Issuer Inc., Reynolds
Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. and the 




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	 	 	Senior Facilities
Agreement will be entered into by Reynolds Consumer Products Holdings Inc., the Parent and
certain subsidiaries of the Parent.






	(B)	 	The Original Intercreditor Agreement (as defined below) will be amended and restated
by this Agreement to include the facilities made available under the Senior Facilities
Agreement and the Senior Secured Notes as Senior Liabilities which will rank ahead of the HY
Notes Liabilities.






	(C)	 	It has been agreed, among other matters, that the Collateral Agent, the
Administrative Agent, the Senior Secured Notes Trustee and certain subsidiaries of the Company
should accede to the Restated Intercreditor Agreement.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






	 	 	In this Agreement:






	 	 	“Acquisition” has the same meaning given to such term in the Senior Facilities Agreement.






	 	 	“Effective Date” means the date on which the Escrow is released and the Company has notified
each of the Collateral Agent, the Administrative Agent, the Senior Secured Notes, Trustee
and the HY Noteholders Trustee of such release.






	 	 	“Escrow” means the escrow in respect of the Senior Secured Notes by which the Senior Secured
Notes will initially be issued by two special purpose escrow entities, Reynolds Group DL
Escrow Inc. and Reynolds Group Escrow LLC.






	 	 	“First Lien Intercreditor Agreement” shall mean the first lien intercreditor agreement dated
on or about the date of this agreement between, among others, the Collateral Agent, The Bank
of New York Mellon, as Senior Secured Notes Trustee, Credit Suisse as administrative agent
under the Senior Facilities Agreement and the Obligors, as amended, novated, supplemented,
restated, replaced or modified from time to time.






	 	 	“Original Intercreditor Agreement” means the intercreditor agreement dated 11 May 2007
between the Company, and certain of its Subsidiaries, the Agent, the Security Trustee and
others as amended from time to time prior to the date of this Agreement.






	 	 	“Restated Intercreditor Agreement” means the Original Intercreditor Agreement, as amended
and restated by this Agreement, the terms of which are set out in Schedule 1 (Restated
Intercreditor Agreement) as novated, varied, supplemented or amended from time to time.






	 	 	“Senior Facilities Agreement” means the senior facilities agreement dated on or about the
date of this Agreement, between among others, Reynolds Consumer Products Holdings Inc, the
Company, certain subsidiaries of the Company, certain banks and financial institutions,
Credit Suisse as administrative agent, as novated, varied, supplemented, replaced or amended
from time to time.






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	 	 	“Senior Secured Notes” means the senior secured notes issued (subject to the Escrow) by
Reynolds Group Issuer Inc, Reynolds Group LLC and Reynolds Group Issuer
(Luxembourg) S.A. in an aggregate principal amount of EUR450,000,000 and US$1,125,000,000 in
accordance with the terms of the Senior Secured Notes Indenture.







	 	 	“Senior Secured Notes Indenture” means the indenture dated on or about the date of this
Agreement in respect of the Senior Secured Notes, as amended, novated varied, supplemented
or replaced from time to time.






	1.2	 	Incorporation of defined terms






	 	(a)	 	Unless a contrary indication appears, a term defined in the Original
Intercreditor Agreement has the same meaning in this Agreement.
	 
	 	(b)	 	The principles of construction set out in the Original Intercreditor Agreement
shall have effect as if set out in this Agreement.






	1.3	 	Clauses






	 	 	In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context
otherwise requires, a reference to a Clause or a Schedule to this Agreement.






	1.4	 	Third party rights






	 	 	A person who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.






	1.5	 	Designation






	 	 	In accordance with the Senior Facilities Agreement, each of the Company, the
Administrative Agent and the Collateral Agent designate this Agreement as a Loan Document.






	2.	 	RESTATEMENT






	2.1	 	Restatement of the Original Intercreditor Agreement






	 	 	With effect from the Effective Date the Original Intercreditor Agreement shall be
amended and restated so that it shall be read and construed for all purposes as set out in
Schedule 1 (Restated Intercreditor Agreement).






	3.	 	ACCESSION PROVISIONS






	3.1	 	Accession of the Administrative Agent, the Collateral Agent and the Senior Secured
Notes Trustee to the Restated Intercreditor Agreement






	 	 	With effect from the Effective Date, by its countersignature to this Agreement:






	 	(a)	 	the Administrative Agent confirms that it intends to be party to the Restated
Intercreditor Agreement as the Administrative Agent (as defined in the Restated
Intercreditor Agreement), and undertakes to perform all the obligations expressed in
the Restated Intercreditor Agreement to be assumed by the Administrative Agent and
agrees that it shall be bound by all the




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	 	 	 	provisions of the Restated Intercreditor
Agreement, as if it had been an original party to the Restated Intercreditor Agreement;
	 
	 	(b)	 	the Collateral Agent confirms that it intends to be party to the Restated
Intercreditor Agreement as a Collateral Agent (as defined in the Restated Intercreditor
Agreement), and undertakes to perform all the obligations





	 	 	 	expressed in the Restated Intercreditor Agreement to be assumed by a Collateral
Agent and agrees that it shall be bound by all the provisions of the Restated
Intercreditor Agreement, as if it had been an original party to the Restated
Intercreditor Agreement; and






	 	(c)	 	the Senior Secured Notes Trustee confirms that it intends to be party to the
Restated Intercreditor Agreement as a Senior Secured Notes Trustee (as defined in the
Restated Intercreditor Agreement), and undertakes to perform all the obligations
expressed in the Restated Intercreditor Agreement to be assumed by a Senior Secured
Notes Trustee and agrees that it shall be bound by all the provisions of the Restated
Intercreditor Agreement, as if it had been an original party to the Restated
Intercreditor Agreement.






	4.	 	CONTINUITY AND FURTHER ASSURANCE






	4.1	 	Continuing obligations






	 	 	The provisions of the Restated Intercreditor Agreement and the other Credit Documents
(as defined in the First Lien Intercreditor Agreement) shall, save as amended by this
Agreement, continue in full force and effect.






	4.2	 	Further assurance






	 	 	Each Obligor shall, at the request of the Administrative Agent or the Collateral Agent
and at its own expense, do all such acts and things necessary or desirable to give effect to
the amendments effected or to be effected pursuant to this Agreement.






	4.3	 	Confirmation by Obligors






	 	 	Each Obligor listed in Schedule 3 (Original Obligors) of the Restated Intercreditor
Agreement confirms that it is party to this Agreement and the Restated Intercreditor
Agreement in its capacity as a Grantor under and as defined in the First Lien Intercreditor
Agreement.






	5.	 	MISCELLANEOUS






	5.1	 	Incorporation of terms






	 	 	The provisions of clause 25 (Notices), clause 26.5 (Amendments to this Agreement),
clause 26.1 (Invalidity of any provision), clause 31.3 (Consent), and clause 32 (Austrian
Stamp Duty) of the Restated Intercreditor Agreement shall be incorporated into this
Agreement as if set out in full in this Agreement and as if references in those clauses to
“the Agreement” are references to this Agreement.






	5.2	 	Counterparts






	 	 	This Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Agreement.




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	5.3	 	Consent by the HY Noteholders






	 	 	For the purposes of clauses 2.1 (Ranking of Liabilities) and 2.2 (Ranking of Security)
of the Restated Intercreditor Agreement the HY Noteholder Trustee expressly agrees that (i)
the Senior Liabilities shall rank senior in priority to the Subordinated Liabilities and
that (ii) the Senior Security Documents shall secure all the Senior Liabilities.






	5.4	 	Release and Discharge






	 	 	With effect from the Effective Date, Credit Suisse, in its capacities as Senior Agent
and Senior Issuing Bank (in each case, as such term is defined in the Original Intercreditor
Agreement) and Security Trustee for the Senior Creditors (as defined in the Original
Intercreditor Agreement), is hereby released and discharged from all obligations and
liabilities it has under the Original Intercreditor Agreement in those capacities.






	6.	 	GOVERNING LAW






	 	 	This Agreement and all non-contractual obligations arising from or connected with it
are governed by English law.





This Agreement has been entered into on the date stated at the beginning of this Agreement.








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SCHEDULE 1

Restated Intercreditor Agreement







- 6 -









 








SIGNATURES




The Parent




REYNOLDS GROUP HOLDINGS LIMITED




By: /s/ PHILIP WEST




The Company




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.




By: /s/ PHILIP WEST




LUXCO B




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A




By: /s/ PHILIP WEST




The Obligors




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.




By: /s/ PHILIP WEST




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.AR.L




By: /s/ PHILIP WEST




REYNOLDS GROUP HOLDINGS LIMITED




By: /s/ PHILIP WEST




SIG COMBIBLOC LIMITED (UK)




By: /s/ PHILIP WEST




SIG HOLDINGS (UK) LIMITED




By: /s/ PHILIP WEST








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Certificate of Non-Revocation of Power of Attorney



I, __Philip West_, of __Level 25, 2 Park Street, Sydney, Australia, __A
Lawyer__, cerify:





	 	1.	 	That by deeds dated 15 October 2009 and 31 October 2009, Reynolds Group Holdings Limited
of Auckland, New Zealand appointed me its attorney.
	 
	 	2.	 	That I have not received notice of any event revoking the power of attorney.




SIGNED by



/s/ Philip West





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3. SIG AUSTRIA HOLDING GMBH




	 	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG COMBIBLOC GMBH (AUSTRIA)
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG COMBIBLOC GMBH & CO KG
	 	 
	 
	 	 
	(represented by its general partner 

SIG Combibloc GmbH) 



By: /s/ PHILIP WEST

	 	



/s/ MARK DUNKLEY






SIG EURO HOLDING AG & CO KGAA



towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner
(Komplementär) SIG Reinag AG




					
	 	
 	 
	 	By:  	/s/ Philip West
 	 
	 	 	Name:  	PHILIP WEST 	 
	 	 	Title:  	ATTORNEY 	 
	 


towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the
chairman of the supervisory board acting as representative without power of attorney (Vertreter
ohne Vertretungsmacht) subject to the subsequent ratification and approval of its action by the
supervisory board (Aufsichtsrat) and under exclusion of any personal liability




					
	 	
 	 
	 	  	/s/ Rolf Stangl
 	 
	 	 	Name:  	Rolf Stangl 	 
	 	 	Title:  	Chairman of the supervisory board 	 
	 



SIG COMBIBLOC HOLDING GMBH




By: /s/ PHILIP WEST




SIG COMBIBLOC SYSTEMS GMBH




By: /s/ PHILIP WEST







-9-









 








SIG BEVERAGES GERMANY GMBH




By: /s/ PHILIP WEST




SIG COMBIBLOC GMBH




By: /s/ PHILIP WEST




SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH




By: /s/ PHILIP WEST




SIG INFORMATION TECHNOLOGY GMBH




By: /s/ PHILIP WEST




SIG INTERNATIONAL SERVICES GMBH




By: /s/ PHILIP WEST




SIG VIETNAM BETEILIGUNGS GMBH




By: /s/ PHILIP WEST






-10-









 








	 	 	 

	SIG COMBIBLOC GROUP AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG FINANZ AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG ALLCAP AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG COMBIBLOC (SCHWEIZ) AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG TECHNOLOGY AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY






SIG ASSET HOLDINGS LIMITED




By: /s/ PHILIP WEST




SIG FINANCE (LUXEMBOURG) S.AR.L




By: /s/ PHILIP WEST




SIG HOLDING USA INC. (DELAWARE)




By: /s/ MICHELE NEEDHAM






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SIG COMBIBLOC INC.




By: /s/ MICHELE NEEDHAM




SIG COMBIBLOC LTD. (THAILAND)




By: /s/ PHILIP WEST




Subordinated Guarantors




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.




By: /s/ PHILIP WEST




BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.AR.L




By: /s/ PHILIP WEST




REYNOLDS GROUP HOLDINGS LIMITED




By: /s/ PHILIP WEST




SIG COMBIBLOC LIMITED (UK)




By: /s/ PHILIP WEST




SIG HOLDINGS (UK) LIMITED




By: /s/ PHILIP WEST




	 	 	 

	SIG AUSTRIA HOLDING GMBH
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG COMBIBLOC GMBH (AUSTRIA)
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY






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	SIG COMBIBLOC GMBH & CO KG
	 	 
	 
	 	 
	(represented by its general partner 

SIG Combibloc GmbH) 

By: /s/ PHILIP WEST

	 	



/s/ MARK DUNKLEY






SIG EURO HOLDING AG & CO KGAA



towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner
(Komplementär) SIG Reinag AG




					
	 	
 	 
	 	By:  	/s/ Philip West
 	 
	 	 	Name:  	PHILIP WEST 	 
	 	 	Title:  	ATTORNEY 	 
	 


towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the
chairman of the supervisory board acting as representative without power of attorney (Vertreter
ohne Vertretungsmacht) subject to the subsequent ratification and approval of its action by the
supervisory board (Aufsichtsrat) and under exclusion of any personal liability




					
	 	
 	 
	 	  	/s/ Rolf Stangl
 	 
	 	 	Name:  	Rolf Stangl 	 
	 	 	Title:  	Chairman of the supervisory board 	 
	 



SIG COMBIBLOC HOLDING GMBH




By: /s/ PHILIP WEST




SIG COMBIBLOC SYSTEMS GMBH




By: /s/ PHILIP WEST




SIG BEVERAGES GERMANY GMBH




By: /s/ PHILIP WEST




SIG COMBIBLOC GMBH




By: /s/ PHILIP WEST




-13-









 








SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH




By: /s/ PHILIP WEST




SIG INFORMATION TECHNOLOGY GMBH




By: /s/ PHILIP WEST




SIG INTERNATIONAL SERVICES GMBH




By: /s/ PHILIP WEST




SIG VIETNAM BETEILIGUNGS GMBH




By: /s/ PHILIP WEST






-14-









 








	 	 	 

	SIG COMBIBLOC GROUP AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG FINANZ AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG ALLCAP AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG COMBIBLOC (SCHWEIZ) AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY
	 
	 	 
	SIG TECHNOLOGY AG
	 	 
	 
	 	 
	By: /s/ PHILIP WEST

	 	/s/ MARK DUNKLEY






SIG ASSET HOLDINGS LIMITED




By: /s/ PHILIP WEST




SIG FINANCE (LUXEMBOURG) S.AR.L




By: /s/ PHILIP WEST




SIG HOLDING USA INC. (DELAWARE)




By: /s/ MICHELE NEEDHAM






-15-









 








SIG COMBIBLOC INC.




By: /s/ MICHELE NEEDHAM




SIG COMBIBLOC LTD. (THAILAND)




By: /s/ PHILIP WEST








-16-









 








The Collateral Agent




THE BANK OF NEW YORK MELLON




By: /s/ CATHERINE F. DONOHUE




Vice President




The Administrative Agent




CREDIT SUISSE, CAYMAN ISLANDS BRANCH




	 	 	 
	By: /s/ BILL O’DALY

	 	/s/ CHRISTOPHER REO DAY
	 
	 	 
	Director

	 	Associate
	 
	 	 
	The Security Trustee

	 	 
	 
	 	 
	CREDIT SUISSE

	 	 
	 
	 	 
	By: /s/ STEVE MARTIN

	 	/s/ IAN CROFT
	 
	 	 
	Vice President

	 	Assistant Vice President
	 
	 	 
	The Senior Issuing Bank
	 	 
	 
	 	 
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 	 
	 
	 	 
	By: /s/ BILL O’DALY

	 	/s/ CHRISTOPHER REO DAY
	 
	 	 
	Director

	 	Associate






Senior Secured Notes Trustee




THE BANK OF NEW YORK MELLON




By: /s/ CATHERINE F. DONOHUE




Vice President




The HY Noteholders Trustee




BANK OF NEW YORK MELLON




By: /s/ PAUL CATTERMOLE




Vice President






-17-









 







The Senior Agent, the Senior Issuing Bank and the Subordinated Bridging Agent (each as defined in
the Original Intercreditor Agreement) and the Security Trustee for the Senior Creditors (as defined
in the Original Intercreditor Agreement).




CREDIT SUISSE




	 	 	 

	By: /s/ STEVE MARTIN

	 	/s/ IAN CROFT
	Vice President

	 	Assistant Vice President







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