exv4w14w2






EXHIBIT 4.14.2



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.



To: The Bank of New York Mellon and Wilmington Trust (London) Limited, as Collateral Agents,
and each Representative under the First Lien Intercreditor Agreement (in each case, as such terms
are defined below)





     JOINDER (this “Joinder”) dated as of November 16,
2010 to the First Lien Intercreditor Agreement dated as of
November 5, 2009 as amended by Amendment No. 1 and Joinder
Agreement dated as of January 21, 2010 (as further amended or
supplemented from time to time, the “First Lien Intercreditor
Agreement”), among THE BANK OF NEW YORK MELLON AND WILMINGTON
TRUST (LONDON) LIMITED, as collateral agents for the Secured
Parties (in such capacity and together with their respective
successors in such capacity, the “Collateral Agents”),
CREDIT SUISSE AG (formerly Credit Suisse), as Representative for
the Credit Agreement Secured Parties (in such capacity and
together with its successors in such capacity, the
“Administrative Agent”), THE BANK OF NEW YORK MELLON, as
Representative for the Indenture Secured Parties (in such capacity
and together with its successors in such capacity, the “2009
Senior Secured Notes Trustee”), each GRANTOR party thereto
(the “Grantors”) and each additional Representative from
time to time party thereto for the Additional Secured Parties of
the Series with respect to which it is acting in such capacity.



          A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the First Lien Intercreditor Agreement.




          B. The Collateral Agents, the Administrative Agent, the 2009 Senior Secured Notes Trustee,
the Grantors from time to time party thereto and each additional Representative from time to time
party thereto have entered into the First Lien Intercreditor Agreement and pursuant to clause (ii)
of Section 5.02(c) of the First Lien Intercreditor Agreement in order to create a Series of
Additional Obligations, the undersigned Representative (the “New Representative”) is
executing this Joinder as










 



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Representative on behalf of the Series of Secured Parties it represents with respect to such
Additional Obligations under the First Lien Intercreditor Agreement.




          C. Pursuant to the terms of the First Lien Intercreditor Agreement, the Grantors have entered
into an Additional Agreement under which the Grantors have incurred Additional Obligations. Such
Additional Agreement is the Indenture dated as of October 15, 2010 (as supplemented by the
Supplemental Indentures (as defined below), the “New Senior Secured Notes Indenture”)
relating to the issuance of $1,500,000,000 aggregate principal amount of 7.125% senior secured
notes due 2019 among RGHL US Escrow I LLC, RGHL US Escrow I Inc. and RGHL Escrow Issuer
(Luxembourg) I S.A. (collectively, the “Escrow Issuers”), The Bank of New York Mellon, as
trustee, principal paying agent, registrar, transfer agent and collateral agent, The Bank of New
York Mellon, London Branch, as paying agent and Wilmington Trust (London) Limited, as additional
collateral agent, as supplemented by (i) the First Senior Secured Notes Supplemental Indenture,
dated as of November 16, 2010, (the “First Supplemental Indenture”), among the Escrow
Issuers, Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg)
S.A., the Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as
trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington
Trust (London) Limited, as additional collateral agent, and (ii) the Second Senior Secured Notes
Supplemental Indenture, dated as of November 16, 2010, (the “Second Supplemental Indenture”
and, together with the First Supplemental Indenture, the “Supplemental Indentures”), among
Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A.,
Beverage Packaging Holdings (Luxembourg) I S.A., the Additional Senior Secured Note Guarantors (as
defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent,
registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral
agent.




          D. Pursuant to the terms of the New Senior Secured Notes Indenture and the Security Documents
(as defined therein), the Secured Obligations (as defined therein) are secured by the Collateral,
and immediately following the effectiveness of this Joinder, shall constitute Additional
Obligations under the First Lien Intercreditor Agreement. In connection with the execution of this
Joinder, Holdings has on or prior to the date hereof delivered a certificate signed by a
Responsible Officer of Holdings as required under Section 5.02(c)(i) of the First Lien
Intercreditor Agreement.




          E. In consideration of the mutual agreements contained in the First Lien Intercreditor
Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the New Representative, on behalf of the Series of Secured Parties it
represents, hereby agrees as follows.




          SECTION 1. In accordance with the First Lien Intercreditor Agreement, the New Representative
by its signature below becomes a Representative under the First Lien Intercreditor Agreement with
the same force and effect as if originally named therein as a Representative and the New
Representative hereby agrees to all the terms and provisions of the First Lien Intercreditor
Agreement applicable to it as a Representative












 



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thereunder. Each reference to a “Representative” in the First Lien Intercreditor Agreement
shall be deemed to include the New Representative. The First Lien Intercreditor Agreement is
hereby incorporated herein by reference.




          SECTION 2. The New Representative represents and warrants to the Collateral Agents, each other
Representative and the Secured Parties that this Joinder has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the
enforcement of creditors’ rights generally (regardless of whether enforcement is considered in a
proceeding at law or in equity) and subject to general principles of equity.




          SECTION 3. This Joinder shall become effective when the Collateral Agents shall have received
a counterpart of this Joinder that bears the signature of the New Representative. Delivery of an
executed signature page to this Joinder by facsimile transmission or e-mail shall be effective as
delivery of a manually signed counterpart of this Joinder.




          SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement
shall remain in full force and effect.




          SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 6. Any provision of this Joinder held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder and under the First Lien Intercreditor
Agreement to the New Representative shall be given to it at its address set forth below, or to such
other address as such New Representative may hereafter specify.




          SECTION 8. The New Representative agrees to reimburse the Collateral Agents for their
respective reasonable out-of-pocket expenses in connection with this Joinder, including the fees,
other charges and disbursements of counsel for the Collateral Agents.




[Remainder of Page Intentionally Left Blank]










 



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          IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien
Intercreditor Agreement as of the day and year first above written.




	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as 
Trustee under the New Senior Secured Notes Indenture	 	 
	 
	 	 	 	 	 	 
	 

	 	   By	 	 	 	 
	 

	 	 	 	     /s/ Catherine F. Donohue
 

Name:     Catherine F. Donohue
	 	 
	 

	 	 	 	Title:    Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 	 	The Bank of New York Mellon	 	 
	 	 	101 Barclay Street 4-E	 	 
	 	 	New York, NY 10286	 	 
	 	 	Attn: International Corporate Trust	 	 
	 	 	Fax: (212) 815-5366	 	 
	 	 	Email: catherine.donohue@bnymellon.com;	 	 
	 	 	lesley.daley@bnymellon.com	 	 






Signature Page to Joinder to 

First Lien Intercreditor Agreement





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