exv4w6w14




EXHIBIT 4.6.14

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 “Senior
Secured Notes Supplemental Indenture”) dated as of September 8, 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., 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”).



W I T N E S S E T H :




          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 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. Assumption. Graham Packaging Company Inc. hereby assumes all of the obligations
of Bucephalas Acquisition Corp., as a Successor Senior Secured Note Guarantor under the Senior
Secured Notes and the Senior Secured Notes Indenture and an Additional Senior Secured Note
Guarantor under this Senior Secured Notes Supplemental Indenture.



          2. 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.



          3. 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 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).



          4. 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.



          5. 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.



 









 





          6. 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.



          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 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.



          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 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.



          10. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note
Guarantors executing this Senior Secured Notes Supplemental Indenture, subject to 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.



          11. 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.



          12. 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, illegality or unenforceability
shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the
Senior Secured 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 Issuers or any Additional Senior Secured Note Guarantor:


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, 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




          14. 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.



 









 





          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 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 	 
	 



Signature Page to 

Second Supplemental Indenture (Senior Secured Notes)






 









 








	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY INC.

 	 
	 	by  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	BCP/GRAHAM HOLDINGS L.L.C.

 	 
	 	by  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	GPC HOLDINGS LLC

 	 
	 	by  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 



Signature Page to 

Second Supplemental Indenture (Senior Secured 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 	 
	 



Signature Page to 

Second Supplemental Indenture (Senior Secured Notes)






 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON)

LIMITED, as Additional Collateral Agent

 	 
	 	by  	/s/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager 	 
	 



Signature Page to 

Second Supplemental Indenture (Senior Secured Notes)