exv4w1w15






EXHIBIT 4.1.15



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 SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental
Indenture”) dated as of March 2, 2011 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 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
November 5, 2009, as amended or supplemented (the “Indenture”), in respect
of the issuance of an aggregate principal amount of $1,125,000,000 of
7.75% Senior Secured Notes due 2016 (the “Dollar Notes”) and an aggregate
principal amount of €450,000,000 of 7.75% Senior Secured Notes due 2016
(the “Euro Notes” and, together with the Dollar Notes, the “Notes”).



W I T N E S S E T H :




          WHEREAS pursuant to Section 4.11 of the Indenture, each Restricted Subsidiary (unless such
Subsidiary is an Issuer, a 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 under the Notes and the
Indenture;




 









 








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




          WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, the Original Collateral
Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to (i) to amend the
Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this
Fifteenth Supplemental Indenture;




          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each Additional Note
Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as
follows:




          1. Amendment of the Indenture. Each Additional Note Guarantor hereby agrees jointly
and severally with all other Note Guarantors executing this Fifteenth Supplemental Indenture to
unconditionally guarantee the obligations under the Notes and the Indenture on the terms and
subject to the conditions set forth in Article X of the Indenture and to be bound by all other
applicable provisions of the Indenture.




          2. Ratification of Indenture; Fifteenth Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. Following the
date hereof, all of the covenants set forth in Article IV of the Indenture shall be deemed to have
been applicable to the Additional Note Guarantors beginning as of the Issue Date as if the
Additional Note Guarantors had been parties thereto on such date, and any action or inaction taken
by any Additional Note Guarantor after the Issue Date and prior to the date hereof prohibited by
the Indenture, shall be deemed a Default by the Additional Note Guarantors, as applicable, under
the Indenture as of the date hereof. This Fifteenth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of a Note heretofore or hereafter authenticated and
delivered shall be bound hereby.




          3. Governing Law. THIS FIFTEENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL NOTE GUARANTOR
AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION,
WAIVER OF OBJECTION 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 Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Fifteenth Supplemental Indenture or any Guarantee referenced
herein.




          5. Collateral Agent Makes No Representation. Neither Collateral Agent makes any
representation as to the validity or sufficiency of this Fifteenth Supplemental Indenture or any
Guarantee referenced herein.




          6. Duplicate Originals. The parties may sign any number of copies of this Fifteenth
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.




          7. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.




          8. No Adverse Interpretation of Other Agreements. This Fifteenth 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 Fifteenth Supplemental Indenture.




          9. No Recourse Against Others. No director, officer, employee or manager of an
Additional Note Guarantor will have any liability for any obligations of the Issuers, Note
Guarantors or Additional Note Guarantors under the Notes, the Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the guarantee of the obligations under the Notes and the Indenture by each
Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal
securities laws.




          10. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantors executing
this Fifteenth Supplemental Indenture, subject to Section 10.08 of the Original Indenture, jointly
and severally shall indemnify the Trustee and each of the Collateral Agents (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 Fifteenth Supplemental Indenture or the Note Guarantees provide herein
against the Issuers, BP I or a Note Guarantor (including this Section) and defending against or
investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Note Guarantor,
any Holder or any other Person or (ii) with respect to any action taken by the Trustee or the
Collateral Agents under the Existing 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 Notes or the
removal or resignation of the Trustee or any Collateral Agent. The Trustee and the Collateral
Agents 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 the Issuers, BP I or
any Note Guarantor executing this Fifteenth 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 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 other Note Guarantors in
this Section, the Trustee shall have a Lien prior to the 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
particular Notes.




          11. Successors and Assigns. All covenants and agreements of the Issuers, BP I and
the Additional Note Guarantors in this Fifteenth Supplemental Indenture and the Notes shall bind
their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in
this Fifteenth Supplemental Indenture shall bind its successors and assigns.




          12. Severability. In case any one or more of the provisions contained in this
Fifteenth Supplemental Indenture or the 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 Fifteenth Supplemental Indenture or the Notes.




          13. 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 Additional Note Guarantors:



Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz





 









 







If to the Trustee, Original Collateral Agent:



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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          14. Amendments and Modification. This Fifteenth Supplemental Indenture may be amended,
modified, or supplemented only as permitted by the Indenture and by written agreement of each of
the parties hereto.






 









 








     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:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

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



Supplemental Indenture to 2009 Notes



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACTIV HAMBURG HOLDINGS GMBH

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	OMNI-PAC GMBH VERPACKUNGSMITTEL

 	 
	 	By:  	/s/ Karen Mower
 	 
	 	 	Name:  	Karen Mower 	 
	 	 	Title:  	Authorized Signatory 	 



Supplemental Indenture to 2009 Notes




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 to 2009 Notes




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, 

as Additional Collateral Agent

 	 
	 	By:  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Director 	 
	 



Supplemental Indenture to 2009 Notes