exv4w6w22






Exhibit 4.6.22



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.





     FOURTH 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., a société anonyme
(limited liability company) organized under the laws of Luxembourg (“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 August 9, 2011, 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
7.875% Senior Secured Notes due 2019 (the “Senior Secured Notes”).



WITNESSETH:




          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 of the Senior Secured Notes;




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




          WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate
collateral agent with respect to the Designated Collateral (as defined in Amendment No. 1 and
Joinder Agreement to the First Lien Intercreditor Agreement, dated January 21, 2010) under the
Senior Secured Notes Indenture;




          WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the Trustee, the
Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers 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 Guarantors 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 Guarantors hereby jointly and
severally with all other Senior Secured Note Guarantors unconditionally guarantee 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 agree 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. The Additional Senior Secured Note Guarantors hereby agree to (i) be bound by and become a
party to, as if originally named Senior Secured Note Guarantors therein, the First Lien
Intercreditor Agreement and (ii) be bound by and become a party to the 2007 UK






2









 







Intercreditor Agreement, as if originally named Obligors therein, by executing and delivering
accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably
satisfactory to the Security Trustee thereunder (except to the extent any such Additional Senior
Secured Note Guarantor is bound by and a party thereunder prior to the date hereof).




          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.




          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 Supplemental Senior Secured Notes 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 an 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 Guarantors
executing this Senior Secured Notes Supplemental Indenture, subject to







3









 







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
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.




          (b) 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 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,




4









 







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:



Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

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



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 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 — August 2011)








 









 








	 	 	 	 	 	 	 

	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	GPC CAPITAL CORP. II
	 
	 	 	 	 	 	 
	 

	 	    By
	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture 

(Senior Secured Notes
— August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING GP ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	    By
	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental
Indenture 

(Senior Secured Notes — August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING PX HOLDING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	    By
	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






Supplemental Indenture 

(Senior Secured Notes — August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






Supplemental Indenture 

(Senior Secured Notes — August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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 — August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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
— August 2011)



 









 





	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON)
	 	 	LIMITED, as Additional Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Barton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paul Barton	 	 
	 

	 	 	 	Title: Relationship Manager	 	 






Supplemental Indenture 

(Senior Secured Notes
 — August 2011)