exv4w3w15






Exhibit 4.3.15



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 SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior
Secured Notes Supplemental Indenture”) dated as of March 20, 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”), the affiliates of the Issuers party hereto (the “Additional Senior
Secured Note Guarantors”), 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”), to the indenture dated as of October 15, 2010, as
amended or supplemented (the “Senior Secured Notes Indenture”), in respect
of the issuance of an aggregate principal amount of $1,500,000,000 of
7.125% Senior Secured Notes due 2019 (the “Senior Secured Notes”).



W I T N E S S E T H :




     WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted
Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured Note Guarantor or a Receivables
Subsidiary) that guarantees, assumes or in any other manner becomes liable with respect to any
Indebtedness under any Credit



 









 







Agreement is required to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment and the
other obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes
Indenture;



     WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral
of the Additional Senior Secured Note Guarantors;



     WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee,
the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized
(i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor with respect
to any Senior Secured Note and (ii) 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 Guarantors mutually covenant and agree for the equal and ratable benefit of the
Trustee and the Holders of the Senior Secured Notes as follows:



     1. Guarantee. Each 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 by all 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 AND THE ADDITIONAL SENIOR
SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO
SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION



2









 







TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN
THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY
RIGHT TO TRIAL BY JURY.



     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 effect the construction thereof.



     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 a 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, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. 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 the guarantee of the obligations under the Senior Secured
Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantors. 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 Guarantors
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 an Additional Senior Secured
Note Guarantor (including this Section) and defending itself against or investigating any claim
(whether (i) asserted by the Issuers, BP I, any Additional



3









 







Senior Secured Note Guarantor, any
Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007
Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor
Agreement or any other agreement referenced herein). 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 Guarantors 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 Guarantors, 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.



     (a) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured
Note Guarantors 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 Guarantors in this Senior Secured Notes Supplemental Indenture and
the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the
Trustee and each Collateral Agent 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 any Additional Senior Secured Note Guarantor:




4









 







Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



and



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



and



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.



5









 





     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 INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER LLC

 	 
	 	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  — October 2010)











 









 








	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING PX COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	GRAHAM PACKAGING PX,	 	 
	 

	 	 	 	LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 

	 	 	GRAHAM PACKAGING PX, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GPACSUB LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GPC CAPITAL CORP. I
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture

(Senior Secured Notes  — October 2010)










 









 








	 	 	 	 	 	 	 

	 	 	GPC CAPITAL CORP. II
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GPC OPCO GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 

	 	 	GPC SUB GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING ACQUISITION
	 	 	CORP.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING COMPANY,
	 	 	L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture

(Senior Secured Notes  — October 2010)








 









 








	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING GP
	 	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING LC, L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 

	 	 	GRAHAM PACKAGING LP
	 	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING PET
	 	 	TECHNOLOGIES INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING PLASTIC
	 	 	PRODUCTS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture

(Senior Secured Notes  — October 2010)







 









 








	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING PX HOLDING
	 	 	CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING REGIOPLAST
	 	 	STS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING MINSTER LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING HOLDINGS
	 	 	COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	BCP/GRAHAM HOLDINGS	 	 
	 

	 	 	 	L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture

(Senior Secured Notes  — October 2010)








 









 








	 	 	 	 	 	 	 

	 	 	GRAHAM RECYCLING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 

	 	By
	 	GPC SUB GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING WEST
	 	 	JORDAN, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS
	 	 	(LUXEMBOURG) IV S.À R.L.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






Supplemental Indenture

(Senior Secured Notes  — October 2010)













 









 








	 	 	 	 	 
	 	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  — October 2010)










 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) 

LIMITED, as Additional Collateral Agent

 	 
	 	By:  	/s/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager 	 
	 



Supplemental Indenture

(Senior Secured Notes  — October 2010)