exv4w6w5






EXHIBIT 4.6.5



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 SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Fifth Senior Notes
Supplemental Indenture”) dated as of May 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 Senior Note Guarantors”) and THE
BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent,
registrar and transfer agent, to the indenture dated as of February 1, 2011,
as amended or supplemented (the “Senior Notes Indenture”), in respect of the
issuance of an aggregate principal amount of $1,000,000,000 of 8.250% Senior
Notes due 2021 (the “Senior Notes”).



W I T N E S S E T H :




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




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




          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior 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
Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and
the Holders of the Senior Notes as follows:




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




          2. Ratification of Senior Notes Indenture; Fifth Senior Notes Supplemental Indenture Part
of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes 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 Senior Notes Indenture shall be deemed to have been applicable to the Additional
Senior Note Guarantors as of the Issue Date as if the Additional Senior Note Guarantors had been
parties thereto on such date, and any action or inaction taken by the Additional Senior Note
Guarantors after the Issue Date and prior to the date hereof prohibited by the Senior Notes
Indenture, shall be deemed a Default by the Additional Senior Note Guarantors under the Senior
Notes Indenture as of the date hereof. This Fifth Senior Notes Supplemental Indenture shall form a
part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore
or hereafter authenticated and delivered shall be bound hereby.




          3. Governing Law. THIS FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Fifth Senior Notes Supplemental Indenture.




          5. Duplicate Originals. The parties may sign any number of copies of this Fifth
Senior 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 Fifth Senior 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 Fifth Senior 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 Senior Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this
Fifth Senior Notes





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Supplemental Indenture, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior 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 Notes and the Senior Notes Indenture by the
Additional Senior Note Guarantors. The waiver may not be effective to waive liabilities under the
federal securities laws.




          9. Successors and Assigns. All covenants and agreements of the Issuers and the
Additional Senior Notes Guarantors in this Fifth Senior Notes Supplemental Indenture and the Senior
Notes shall bind their respective successors and assigns. All agreements of the Trustee in this
Fifth Senior Notes Supplemental Indenture shall bind its successors and assigns.




          10. Severability. In case any one or more of the provisions contained in this Fifth
Senior Notes Supplemental Indenture or the Senior 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 Senior Notes Supplemental Indenture or the Senior Notes.




          11. 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 Senior Note Guarantor:





Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz




and




if to the Trustee, 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



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









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          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 LLC	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	 

	 	REYNOLDS GROUP ISSUER INC.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Secretary	 	 
	 
	 	 	 	 
	 

	 	REYNOLDS GROUP ISSUER	 	 
	 

	 	(LUXEMBOURG) S.A.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Officer	 	 
	 
	 	 	 	 
	 

	 	BEVERAGE PACKAGING HOLDINGS	 	 
	 

	 	(LUXEMBOURG) I S.A.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Officer	 	 






Supplemental Indenture 

(Senior Notes — 2011)




 









 








	 	 	 	 	 

	 

	 	DOPACO, INC.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	DOPACO CANADA, INC.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	 

	 	GARVEN INCORPORATED	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 
	 

	 	CONFERENCE CUP LTD.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Helen D. Golding
 

Name: Helen D. Golding
	 	 
	 

	 	Title: Authorized Signatory	 	 






Supplemental Indenture

(Senior Notes — 2011)







 









 








	 	 	 	 	 

	 

	 	THE BANK OF NEW YORK MELLON, as	 	 
	 

	 	Trustee, Principal Paying Agent, Transfer	 	 
	 

	 	Agent and Registrar	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Catherine F. Donohue
 

Name: Catherine F. Donohue
	 	 
	 

	 	Title: Vice President	 	 






Supplemental Indenture 

(Senior Notes — 2011)