exv4w3w2






EXHIBIT
4.3.2



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.





     SECOND SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Second Senior
Secured Notes Supplemental Indenture”) dated as of November 16, 2010 among the
Issuers (as defined below), 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 (the “Original Senior Secured Notes Indenture”, and together with
the First Senior Secured Notes Supplemental Indenture (as defined below), 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 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”), RGHL US Escrow I Inc., RGHL US Escrow I LLC, RGHL Escrow Issuer (Luxembourg) I S.A., BP
I and certain affiliates of the Issuers, as Senior Secured Note Guarantors, have heretofore
executed and delivered to the Trustee a supplemental indenture (the “First Senior



 









 




Secured Notes Supplemental Indenture”) dated as of November 9, 2010, to the Original Senior
Secured Notes Indenture;




     WHEREAS pursuant to a joinder agreement dated as of November 16, 2010 to the Senior Secured
Credit Facilities, each Additional Senior Secured Note Guarantor executing this Second Senior
Secured Notes Supplemental Indenture has become a guarantor under the Senior Secured Credit
Facilities;



     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 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(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 Second 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. Agreement to Assume. Pactiv Corporation hereby assumes all of the obligations of
Reynolds Acquisition Corporation, as a Successor Senior Secured Note Guarantor under the Senior
Secured Notes and the Senior Secured Notes Indenture and Additional Senior Secured Note Guarantor
under this Second Senior Secured Notes Supplemental Indenture.



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          2. Agreement to Guarantee. The Additional Senior Secured Note Guarantors (which
includes Pactiv Corporation) hereby agree jointly and severally with all other Additional Senior
Secured Note Guarantors, to 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 to be bound by all other applicable
provisions of the Senior Secured Notes Indenture.



          3. Ratification of Senior Secured Notes Indenture; Second 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. Following the date
hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be
deemed to have been applicable to the Additional Senior Secured Note Guarantors beginning as of the
Issue Date as if the Additional Senior Secured Note Guarantors had been parties thereto on such
date, and any action or inaction taken by the Additional Senior Secured Note Guarantors after the
Issue Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be
deemed a Default by the Additional Senior Secured Note Guarantors, under the Senior Secured Notes
Indenture as of the date hereof. This Second 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 Intercreditor Agreement, as if originally named
Obligors therein, by executing and delivering accession deeds to such 2007 Intercreditor Agreement
in form and substance reasonably satisfactory to the Security Trustee thereunder.



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



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



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



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          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 Second 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 Second Senior Secured Notes Supplemental Indenture.



          9. 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 Second 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.



          10. Successors and Assigns. All covenants and agreements of the Issuers and the
Additional Senior Secured Note Guarantors in this Second Senior Secured Notes Supplemental
Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All
agreements of the Trustee in this Second 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 Second
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 Second 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:





Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding



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Fax: +612 9268 6693

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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart



          13. Amendments and Modification. This Second 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.






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     IN WITNESS WHEREOF, the parties hereto have caused this Second 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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACTIV CORPORATION

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	 	 
	 
	 	PACTIV FACTORING LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV GERMANY HOLDINGS INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV INTERNATIONAL HOLDINGS INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV MANAGEMENT COMPANY LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 	

PCA WEST INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 



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	 	PRAIRIE PACKAGING, INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PWP HOLDINGS, INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PWP INDUSTRIES, INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV RSA LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV RETIREMENT ADMINISTRATION LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	NEWSPRING INDUSTRIAL CORP.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 



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	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent, Registrar

and Collateral Agent

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



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	 	WILMINGTON TRUST (LONDON)
LIMITED, 
as Additional Collateral Agent

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




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