exv4w1w5






EXHIBIT 4.1.5



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.





     FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”)
dated as of February 25, 2010 by and among the Issuers (as defined below),
Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), the entities
listed in Schedule 1 hereto (the “Additional Note Guarantors”), THE BANK
OF NEW YORK MELLON, as trustee (the “Trustee”) and with respect to
collateral of certain other Note Guarantors, as collateral agent (the
“Original Collateral Agent”) under the indenture referred to below and
WILMINGTON TRUST (LONDON) LIMITED, as collateral agent (the “Additional
Collateral Agent” and, together with the Original Collateral Agent, the
“Collateral Agents”), with respect to the collateral listed in Appendix B,
as amended and restated, of Amendment No.1 and Joinder Agreement to the
First Lien Intercreditor Agreement, dated as of January 21, 2010 (the
“FLICA Joinder”).



W I T N E S S E T H :




          WHEREAS 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”), BP I and certain affiliates of the Issuers, as Note Guarantors, have heretofore
executed and delivered to the Trustee a supplemental indenture (the “First Supplemental Indenture”)
dated as of November 5, 2009, a supplemental indenture (the “Second Supplemental Indenture”) dated
as of December 2, 2009, a supplemental indenture (the “Third Supplemental Indenture”) dated as of
January 29, 2010, and a supplemental indenture (the “Fourth Supplemental Indenture”) dated as of
February 2, 2010, to the indenture (the “Original Indenture”, and together with the First
Supplemental Indenture, the Second Supplemental



 









 




Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the
“Indenture”) dated as of November 5, 2009, 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”);




          WHEREAS pursuant to a joinder agreement dated as of February 25, 2010 to the Senior Secured
Credit Facilities, each Additional Note Guarantor executing this Fifth Supplemental Indenture will
become a guarantor under the Senior Secured Credit Facilities;



          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 pursuant to the FLICA Joinder, the Additional Collateral Agent was appointed as, and
agreed to act as, a separate collateral agent with respect to the Designated Collateral (as defined
in the FLICA Joinder);



          WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate
collateral agent with respect to the Designated Collateral under the Indenture;



          WHEREAS the collateral of the Additional Note Guarantors is Designated Collateral (as defined
in the FLICA Joinder) and the Additional Collateral Agent has agreed to act as a collateral agent
with respect to such Designated Collateral;



          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
Fifth 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. Agreement to Guarantee. Each Additional Note Guarantor hereby agrees jointly and
severally with all other Note Guarantors executing this Fifth 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; Fifth 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 the Additional Note Guarantors 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 Fifth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every noteholder heretofore or hereafter authenticated and
delivered shall be bound hereby. The Additional Note Guarantors hereby agree to (i) be bound by
and become a party to the First Lien Intercreditor Agreement, as amended, supplemented, or
otherwise modified from time to time, as if originally named Guarantors therein and (ii) be bound
by and become a party to the Existing Intercreditor Agreement, as if originally named Obligors
therein, by executing and delivering accession deeds to such Existing Intercreditor Agreement in
form and substance reasonably satisfactory to the Security Trustee thereunder.



          3. Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND EACH 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 Fifth 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 Fifth Supplemental Indenture or any
Guarantee referenced herein.



          6. Duplicate Originals. The parties may sign any number of copies of this Fifth
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 Fifth 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 Fifth 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 Fifth 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 Fifth 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, any 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 Fifth 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 Fifth Supplemental Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this
Fifth Supplemental Indenture shall bind its successors and assigns.



          12. Severability. In case any one or more of the provisions contained in this Fifth
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 Fifth 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:


Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: (64-9) 366 6263



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 Fifth 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 Fifth 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 	 
	 



Fifth Supplemental Indenture





 









 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 

(HONG KONG)
LIMITED

 	 
	 	By  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	By  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Fifth Supplemental Indenture





 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent,

Registrar and as Original Collateral
Agent

 	 
	 	By  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 
	 



Fifth Supplemental Indenture





 









 





	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as

Additional Collateral Agent

 	 
	 	By  	/s/ Elaine Lockart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Relationship Manager 	 
	 



Fifth Supplemental Indenture









 









 








SCHEDULE 1




Additional Note Guarantors



Closure Systems International (Hong Kong) Limited

SIG Combibloc Limited (Hong Kong)