exv4w15w4






EXHIBIT 4.15.4




Accession Agreement



The taking of this document or any certified copy of it or any 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 any Finance
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 any Finance 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 any Finance 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 any Finance
Document to an Austrian addressee.



This Agreement is made on 16 November 2010



BY THE BANK OF NEW YORK MELLON as trustee for certain senior secured notes due 2019 of 101 Barclay
Street, Floor 4E, New York, NY 10286 (the “Acceding Party”)




AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the “Intercreditor



Agreement”) dated 11 May 2007 as amended and restated on 21 June 2007, 29 June 2007, 5 November
2009 and November 5, 2010 and made between, among others, Reynolds Group Holdings Limited (formerly
Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG
(formerly Credit Suisse) as administrative agent, Credit Suisse AG (formerly Credit Suisse), as
senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee
and high yield noteholders trustee and Credit Suisse AG (formerly Credit Suisse), as security
trustee.



IT IS AGREED as follows:





	1.	 	Words and expressions defined in the Intercreditor Agreement shall bear the same
meaning herein.
	 
	2.	 	The Acceding Party confirms it has been supplied with a copy of the Intercreditor
Agreement.
	 
	3.	 	The Acceding Party covenants with the Parties to be bound by the terms of the
Intercreditor Agreement as trustee of holders of a series of Additional Obligations.
	 
	4.	 	The Acceding Party shall accede to the Intercreditor Agreement in accordance with the
terms thereof.
	 
	5.	 	This Agreement and all non-contractual obligations arising from or connected with it
shall be governed by, and construed in accordance with, English law.




IN WITNESS whereof this Agreement has been duly executed by the parties hereto the day and year
first above written.




 - 1 - 









 





	 	 	 	 	 	 	 	 	 

	Acceding Party
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	/s/ Catherine F. Donohue	 	 
	THE BANK OF NEW YORK MELLON as trustee in
respect of certain senior secured notes due 2019

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Security Trustee
	 	 	 	 	 	 	 	 
	(for itself and all other parties)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	/s/ Ian Croft
	 	/s/ Steven Martin
	For and on behalf of

	 	 	)	 	 	Ian Croft
	 	Steve Martin
	CREDIT SUISSE AG

	 	 	)	 	 	Assistant Vice President
	 	Vice President
	 
	 	 	 	 	 	 	 	 
	Collateral Agent
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	/s/ Catherine F. Donohue	 	 
	THE BANK OF NEW YORK MELLON

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Senior Agent
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED

	 	 	)	 	 	/s/ Robert Hetu
	 	/s/ Kevin Buddhdew
	For and on behalf of

	 	 	)	 	 	Robert Hetu
	 	Kevin Buddhdew
	CREDIT SUISSE AG, CAYMAN ISLANDS

	 	 	)	 	 	Managing Director
	 	Associate
	BRANCH
	 	 	 	 	 	 	 	 







 - 2 -