exv4w6w12





EXHIBIT 4.6.12



      






RGHL US ESCROW II LLC




RGHL US ESCROW II INC.




7.875% Senior Secured Notes due 2019




 






SENIOR SECURED NOTES INDENTURE



Dated as of August 9, 2011



 





THE BANK OF NEW YORK MELLON,

as Trustee, Principal Paying Agent, Transfer Agent, Collateral Agent and Registrar



WILMINGTON TRUST (LONDON) LIMITED,

as Additional Collateral Agent



THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Paying Agent




      



The taking of any Senior Secured Note Document or any certified copy thereof or any other
documents which constitute substitute documentation therefor, or any document which includes
written confirmations or references thereto, into Austria as well as printing out any e-mail
communication which refers to any Senior Secured Note Document in Austria or sending any e-mail
communication to which a pdf-scan of any Senior Secured Note Document is attached to an Austrian
addressee or sending any e-mail communication carrying an electronic or digital signature which
refers to any Senior Secured Note Document to an Austrian addressee may cause the imposition of
Austrian stamp duty. Accordingly, except as permitted by Section 13.17 of this Senior Secured Notes
Indenture, keep the original documents as well as all certified copies thereof and written and
signed references thereto outside of Austria and avoid printing out any e-mail communication which
refers to any Senior Secured Note Document in Austria or sending any e-mail communication to which
a pdf-scan of any Senior Secured Note Document is attached to an Austrian addressee or sending any
e-mail communication carrying an electronic or digital signature which refers to any Senior Secured
Note Document to an Austrian addressee.







 









 








Trust Indenture Act Cross Reference Table**



This Cross Reference Sheet shows
the location in this Senior
Secured Notes Indenture of the
provisions inserted pursuant to
Sections 310-318(a), inclusive,
of the Trust Indenture Act of
1939.




	 	 	 	 	 	 	 
		 	 	 	Senior Secured
	TIA	 	 	 	NotesIndenture
	Section	 	 	 	Section
	310(a)(1)

	 	 	 	 	7.10	 
	(a)(2)

	 	 	 	 	7.10	 
	(a)(3)

	 	 	 	 	N.A.	 
	(a)(4)

	 	 	 	 	N.A.	 
	(b)

	 	 	 	 	7.08; 7.10	 
	(c)

	 	 	 	 	N.A.	 
	311(a)

	 	 	 	 	N.A.	 
	(b)

	 	 	 	 	N.A.	 
	(c)

	 	 	 	 	N.A.	 
	312(a)

	 	 	 	 	2.06	 
	(b)

	 	 	 	 	N.A.	 
	(c)

	 	 	 	 	N.A.	 
	313(a)

	 	 	 	 	N.A.	 
	(b)(1)

	 	 	 	 	N.A.	 
	(b)(2)

	 	 	 	 	N.A.	 
	(c)

	 	 	 	 	13.02	 
	(d)

	 	 	 	 	N.A.	 
	314(a)

	 	 	 	 	4.02;	 
	(b)

	 	 	 	 	N.A.	 
	(c)(1)

	 	 	 	 	13.03	 
	(c)(2)

	 	 	 	 	13.03	 
	(c)(3)

	 	 	 	 	N.A.	 
	(d)

	 	 	 	 	12.06	 
	(e)

	 	 	 	 	13.04	 
	(f)

	 	 	 	 	4.08	 
	315(a)

	 	 	 	 	7.01	 
	(b)

	 	 	 	 	7.05; 13.02	 
	(c)

	 	 	 	 	7.01	 
	(d)

	 	 	 	 	7.01	 
	(e)

	 	 	 	 	6.12	 
	316(a)(1)(A)

	 	 	 	 	6.05	 
	(a)(1)(B)

	 	 	 	 	6.04	 
	(a)(2)

	 	 	 	 	N.A.	 
	(b)

	 	 	 	 	6.07	 
	317(a)(1)

	 	 	 	 	6.08	 
	(a)(2)

	 	 	 	 	6.09	 
	(b)

	 	 	 	 	2.05	 
	318(a)

	 	 	 	 	N.A.	 





N.A. means Not Applicable.






 




			
	**	 	Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Senior Secured Notes Indenture.




 









 










TABLE OF CONTENTS




ARTICLE I




Definitions and Incorporation by Reference



	 	 	 	 	 
	 	 	Page	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitions
	 	 	59	 
	SECTION 1.03. Rules of Construction
	 	 	61	 






ARTICLE II




The Senior Secured Notes



	 	 	 	 	 

	SECTION 2.01. Amount of Notes
	 	 	62	 
	SECTION 2.02. Form and Dating
	 	 	63	 
	SECTION 2.03. Execution and Authentication
	 	 	64	 
	SECTION 2.04. Registrar, Transfer Agent and Paying Agent
	 	 	65	 
	SECTION 2.05. Paying Agent to Hold Money
	 	 	66	 
	SECTION 2.06. Holder Lists
	 	 	66	 
	SECTION 2.07. Transfer and Exchange
	 	 	66	 
	SECTION 2.08. Replacement Senior Secured Notes
	 	 	67	 
	SECTION 2.09. Outstanding Senior Secured Notes
	 	 	68	 
	SECTION 2.10. Temporary Senior Secured Notes
	 	 	68	 
	SECTION 2.11. Cancellation
	 	 	68	 
	SECTION 2.12. Defaulted Interest
	 	 	69	 
	SECTION 2.13. CUSIPs, ISINs, etc.
	 	 	69	 
	SECTION 2.14. Calculation of Principal Amount of Senior Secured Notes
	 	 	69	 
	SECTION 2.15. Currency
	 	 	69	 






ARTICLE III




Redemption



	 	 	 	 	 

	SECTION 3.01. Redemption
	 	 	70	 
	SECTION 3.02. Applicability of Article
	 	 	70	 
	SECTION 3.03. Notices to Trustee
	 	 	71	 
	SECTION 3.04. Selection of Senior Secured Notes to Be Redeemed
	 	 	71	 
	SECTION 3.05. Notice of Optional Redemption
	 	 	71	 
	SECTION 3.06. Effect of Notice of Redemption
	 	 	73	 
	SECTION 3.07. Deposit of Redemption Price
	 	 	73	 
	SECTION 3.08. Senior Secured Notes Redeemed in Part
	 	 	73	 
	SECTION 3.09. Special Mandatory Redemption
	 	 	74	 






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ARTICLE IV




Covenants



	 	 	 	 	 
	 	 	Page	 
	SECTION 4.01. Payment of Senior Secured Notes
	 	 	74	 
	SECTION 4.02. Reports and Other Information
	 	 	75	 
	SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	 	 	77	 
	SECTION 4.04. Limitation on Restricted Payments
	 	 	85	 
	SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	91	 
	SECTION 4.06. Asset Sales
	 	 	94	 
	SECTION 4.07. Transactions with Affiliates
	 	 	97	 
	SECTION 4.08. Change of Control
	 	 	100	 
	SECTION 4.09. Compliance Certificate
	 	 	102	 
	SECTION 4.10. Further Instruments and Acts
	 	 	103	 
	SECTION 4.11. Future Senior Secured Note Guarantors
	 	 	103	 
	SECTION 4.12. Liens
	 	 	104	 
	SECTION 4.13. Foreign Subsidiaries
	 	 	105	 
	SECTION 4.14. Maintenance of Office or Agency
	 	 	105	 
	SECTION 4.15. Withholding Taxes
	 	 	106	 
	SECTION 4.16. Future Collateral
	 	 	108	 
	SECTION 4.17. Impairment of Security Interest
	 	 	109	 
	SECTION 4.18. Amendment of 2007 Senior Subordinated Notes
	 	 	110	 
	SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status 
	 	 	110	 
	
SECTION 4.20. Intercreditor Agreements
	 	 	111	 
	SECTION 4.21. Escrow Account Deposits
	 	 	112	 
	SECTION 4.22. Activities of the Issuers Prior to the Assumption
	 	 	112	 
	SECTION 4.23. Assumption Senior Secured Notes Supplemental Indenture
	 	 	113	 
	SECTION 4.24. Designation of Senior Secured Notes
	 	 	113	 
	SECTION 4.25. Certain Country Limitations
	 	 	113	 
	SECTION 4.26. Limitation on Restricted Subsidiaries
	 	 	115	 
	SECTION 4.27. Fiscal Year
	 	 	115	 






ARTICLE V




Successor Company



	 	 	 	 	 

	SECTION 5.01. When the Issuers, BP I or BP II May Merge or Transfer Assets
	 	 	115	 






ARTICLE VI




Defaults and Remedies



	 	 	 	 	 

	SECTION 6.01. Events of Default
	 	 	118	 
	SECTION 6.02. Acceleration
	 	 	121	 
	SECTION 6.03. Other Remedies
	 	 	122	 
	SECTION 6.04. Waiver of Past Defaults
	 	 	122	 
	SECTION 6.05. Control by Majority
	 	 	122	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.06. Limitation on Suits
	 	 	123	 
	SECTION 6.07. Rights of the Holders to Receive Payment
	 	 	123	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	123	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	123	 
	SECTION 6.10. Priorities
	 	 	124	 
	SECTION 6.11. Undertaking for Costs
	 	 	124	 
	SECTION 6.12. Waiver of Stay or Extension Laws
	 	 	125	 
	SECTION 6.13. Direction to Agents
	 	 	125	 






ARTICLE VII




Trustee



	 	 	 	 	 

	SECTION 7.01. Duties of Trustee
	 	 	125	 
	SECTION 7.02. Rights of Trustee
	 	 	126	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	129	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	129	 
	SECTION 7.05. Notice of Defaults
	 	 	129	 
	SECTION 7.06. [Reserved.]
	 	 	129	 
	SECTION 7.07. Compensation and Indemnity
	 	 	129	 
	SECTION 7.08. Replacement of Trustee or Agent
	 	 	131	 
	SECTION 7.09. Successor Trustee by Merger
	 	 	132	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	132	 






ARTICLE VIII




Discharge of Indenture; Defeasance



	 	 	 	 	 

	SECTION 8.01. Discharge of Liability on Senior Secured Notes; Defeasance
	 	 	132	 
	SECTION 8.02. Conditions to Defeasance
	 	 	134	 
	SECTION 8.03. Application of Trust Money
	 	 	135	 
	SECTION 8.04. Repayment to Issuers
	 	 	135	 
	SECTION 8.05. [Reserved.]
	 	 	135	 
	SECTION 8.06. Reinstatement
	 	 	135	 






ARTICLE IX




Amendments and Waivers



	 	 	 	 	 

	SECTION 9.01. Without Consent of the Holders
	 	 	136	 
	SECTION 9.02. With Consent of the Holders
	 	 	137	 
	SECTION 9.03. [Reserved.]
	 	 	139	 
	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	139	 
	SECTION 9.05. Notation on or Exchange of Senior Secured Notes
	 	 	140	 
	SECTION 9.06. Trustee to Sign Amendments
	 	 	140	 
	SECTION 9.07. Payment for Consent
	 	 	140	 
	SECTION 9.08. Compliance with the Trust Indenture Act
	 	 	140	 






iii









 






ARTICLE X




Guarantees



	 	 	 	 	 
	 	 	Page	 
	SECTION 10.01. Guarantees
	 	 	141	 
	SECTION 10.02. Limitation on Liability
	 	 	143	 
	SECTION 10.03. Successors and Assigns
	 	 	143	 
	SECTION 10.04. No Waiver
	 	 	143	 
	SECTION 10.05. Modification
	 	 	143	 
	SECTION 10.06. Release of Senior Secured Note Guarantor
	 	 	143	 
	SECTION 10.07. RGHL Release
	 	 	144	 
	SECTION 10.08. Limitation on Guarantees in the Netherlands,
Switzerland, Austria, Thailand, Germany,
Luxembourg, Guernsey, Mexico, Hong Kong and
England and Wales
	 	 	145	 
	SECTION 10.09. Effectiveness of Article X
	 	 	151	 






ARTICLE XI




Intercreditor Agreement



ARTICLE XII




Collateral and Security Documents



	 	 	 	 	 
	SECTION 12.01. Collateral and Security Documents
	 	 	152	 
	SECTION 12.02. Recording; Certificates and Opinions
	 	 	154	 
	SECTION 12.03. Suits To Protect the Collateral
	 	 	154	 
	SECTION 12.04. Other Agreements
	 	 	154	 
	SECTION 12.05. Determinations Relating to Collateral
	 	 	154	 
	SECTION 12.06. Release of Collateral
	 	 	155	 
	SECTION 12.07. Notices
	 	 	156	 
	SECTION 12.08. Collateral Agent
	 	 	157	 
	SECTION 12.09. Quebec Collateral Agent
	 	 	157	 






ARTICLE XIII




Miscellaneous



	 	 	 	 	 

	SECTION 13.01. [Reserved.]
	 	 	158	 
	SECTION 13.02. Notices
	 	 	158	 
	SECTION 13.03. Certificate and Opinion as to Conditions Precedent
	 	 	159	 
	SECTION 13.04. Statements Required in Certificate or Opinion
	 	 	160	 
	SECTION 13.05. When Senior Secured Notes Disregarded
	 	 	160	 
	SECTION 13.06. Rules by Trustee, Paying Agent and Registrar
	 	 	160	 
	SECTION 13.07. Legal Holidays
	 	 	160	 
	SECTION 13.08. Governing Law
	 	 	160	 
	SECTION 13.09. Consent to Jurisdiction and Service
	 	 	161	 
	SECTION 13.10. No Recourse Against Others
	 	 	161	 
	SECTION 13.11. Successors
	 	 	161	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 13.12. Multiple Originals
	 	 	162	 
	SECTION 13.13. Table of Contents; Headings
	 	 	162	 
	SECTION 13.14. Senior Secured Notes Indenture Controls
	 	 	162	 
	SECTION 13.15. Severability
	 	 	162	 
	SECTION 13.16. Agreed Tax Treatment
	 	 	162	 
	SECTION 13.17. Austrian Stamp Duty
	 	 	162	 
	SECTION 13.18. Place of Performance
	 	 	163	 





Appendix A — Provisions Relating to Senior Secured Notes




EXHIBIT INDEX



Exhibit A  —  Form of Senior Secured Note



Exhibit B  —  Form of Assumption Senior Secured Notes Supplemental Indenture





v











 






          INDENTURE dated as of August 9, 2011 (as amended, supplemented or
otherwise modified from time to time, this “Senior Secured Notes
Indenture”), among RGHL US ESCROW II LLC, a Delaware limited liability
company having its registered office at 160 Greentree Drive, Suite 101,
Dover, DE 19904 (the “US LLC Escrow Issuer”), RGHL US ESCROW II INC., a
Delaware corporation having its registered office at 160 Greentree Drive,
Suite 101, Dover, DE 19904 (the “US Corporate Escrow Issuer” and, together
with the US LLC Escrow Issuer, the “Escrow Issuers”), THE BANK OF NEW YORK
MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent,
collateral agent and registrar, THE BANK OF NEW YORK MELLON, LONDON BRANCH,
as paying agent, and WILMINGTON TRUST (LONDON) LIMITED, as additional
collateral agent (the “Additional Collateral Agent”).



          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) $1,500,000,000 aggregate principal amount of the 7.875%
Senior Secured Notes due 2019 (the “Original Senior Secured Notes”) issued on the date hereof, (b)
if and when issued pursuant to a registered exchange for the Original Senior Secured Notes, the
Senior Secured Exchange Securities (as defined herein) and (c) any Additional Senior Secured Notes
(as defined herein) that may be issued after the date hereof (all such securities in clauses (a),
(b) and (c) being referred to collectively as the “Senior Secured Notes”). Subject to the
conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited
aggregate principal amount of Additional Senior Secured Notes.



ARTICLE I



Definitions and Incorporation by Reference



          SECTION 1.01. Definitions.



     “2007 Credit Agreement” means the senior facilities agreement dated May 11, 2007, among, among
others, BP I and Credit Suisse as mandated lead arranger, agent, issuing bank and security trustee,
as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof,
refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such
agreement or agreements or indenture or indentures or any successor or replacement agreement or
agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject
to compliance with Section 4.03 and Section 4.12) or altering the maturity thereof.



     “2007 Notes” means the 2007 Senior Notes and the 2007 Senior Subordinated Notes.



     “2007 Notes Collateral” means (x) all of the capital stock of BP I and (y) the receivables
under the intercompany loans, each dated June 29, 2007 and between BP II and BP I in respect



 









 




of the proceeds from the 2007 Senior Notes and the 2007 Senior Subordinated Notes, as from
time to time amended, supplemented or modified.




     “2007 Notes Security Documents” means the agreements or other instruments entered into or to
be entered into between, inter alios, the collateral agent under the 2007 Senior Note Indenture and
2007 Senior Subordinated Note Indenture, the trustee under the 2007 Senior Note Indenture and 2007
Senior Subordinated Note Indenture, RGHL and BP II pursuant to which security interests in the 2007
Notes Collateral are granted to secure the 2007 Senior Notes and the 2007 Senior Subordinated Notes
from time to time, as from time to time amended, supplemented or modified.



     “2007 Senior Note Indenture” means the indenture dated as of June 29, 2007, among BP II, the
Senior Note Guarantors from time to time party thereto and as defined therein, the Trustee, as
trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland) Limited, as paying
agent in Dublin and transfer agent, and Credit Suisse, as security agent.



     “2007 Senior Notes” means the €480.0 million aggregate principal amount of 8% Senior Notes due
2016 issued pursuant to the 2007 Senior Note Indenture.



     “2007 Senior Subordinated Note Indenture” means the indenture dated as of June 29, 2007, among
BP II, the Senior Note Guarantors from time to time party thereto and as defined therein, the
Trustee, as trustee, principal paying agent and transfer agent, BNY Fund Services (Ireland)
Limited, as paying agent in Dublin and transfer agent, and Credit Suisse, as security agent.



     “2007 Senior Subordinated Notes” means the €420.0 million aggregate principal amount of 9-1/2%
Senior Subordinated Notes due 2017 issued pursuant to the 2007 Senior Subordinated Note Indenture.



     “2007 UK Intercreditor Agreement” means the intercreditor agreement dated May 11, 2007, among
RGHL, BP I, the senior lenders identified therein, Credit Suisse, as senior agent thereunder, the
senior issuing banks as identified therein, the subordinated bridging lenders, Credit Suisse, as
subordinated bridging agent, Credit Suisse, as security trustee, and the other parties identified
therein, as amended on November 5, 2009, and as amended, supplemented or modified from time to time
thereafter.



     “2009 Indenture” means the indenture dated as of November 5, 2009, among Reynolds Group DL
Escrow Inc., Reynolds Group Escrow LLC and The Bank of New York Mellon as Trustee, Principal Paying
Agent, Transfer Agent, Registrar and Collateral Agent, as supplemented, amended and modified from
time to time thereafter.



     “2009 Notes” means the $1,125.0 million aggregate principal amount and €450.0 million
aggregate principal amount of 7.750% Senior Secured Notes due 2016 issued pursuant to the 2009
Indenture.



     “2009 Post-Closing Reorganization” means the transactions contemplated in that certain
Post-Closing Steps dated as of October 31, 2009, prepared by RGHL.



2









 





     “2009 Security Documents” means those agreements or other instruments entered into pursuant to
which security interests in the Collateral (as defined in the 2009 Indenture) are granted to secure
the 2009 Notes and the guarantees thereof.



     “Acquired Indebtedness” means, with respect to any specified Person:




(1) Indebtedness of any other Person existing at the time such other Person is
merged, consolidated or amalgamated with or into or became a Restricted Subsidiary
of such specified Person (including, for the avoidance of doubt, Indebtedness
Incurred by such other Person in connection with, or in contemplation of, such other
Person merging, consolidating or amalgamating with or into or becoming a Restricted
Subsidiary of such specified Person); and




(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Acquisition” means the acquisition by BP III of the Target, by way of purchase of all the
Target Shares (i) from RGHL prior to the Reference Date, (ii) under the Offer and Squeeze-Out,
(iii) by way of market purchases and (iv) by way of over-the-counter purchases.



     “Acquisition Documents” means the Offer Prospectus, the Pre-Announcement and any other
document entered into in connection therewith, in each case as amended, supplemented or modified
from time to time prior to the Issue Date or thereafter (so long as any amendment, supplement or
modification after the Issue Date, together with all other amendments, supplements and
modifications after the Issue Date, taken as a whole, is not more disadvantageous to the holders of
the Senior Secured Notes in any material respect than the Acquisition Documents as in effect on the
Issue Date).



     “Additional Intercreditor Agreement” has the meaning specified under Section 4.20.



     “Additional Senior Secured Notes” means any Senior Secured Notes issued under the terms of
this Senior Secured Notes Indenture subsequent to the Issue Date, it being understood that any
Senior Secured Notes issued in exchange for or replacement of any Original Senior Secured Note
issued on the Issue Date shall not be an Additional Senior Secured Note, including any such Senior
Secured Notes issued pursuant to a Senior Secured Notes Registration Rights Agreement.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.



     “After-Acquired Collateral” means any property of any Issuer or any Senior Secured Note
Guarantor that secures any First Lien Obligations, subject to the Agreed Security Principles.



3









 





     “Agent” means any Registrar, Paying Agent, Transfer Agent or Collateral Agent.



     “Agreed Security Principles” means the following:




(A) Considerations




(1) The security that will be provided in support of the Obligations (as defined in
the First Lien Intercreditor Agreement) will be given in accordance with certain
security principles (the “Security Principles”) set forth below.




(2) The Security Principles embody recognition by all parties that there may be
certain legal and practical difficulties in obtaining effective security from the
Issuers and Senior Secured Note Guarantors. However, it is acknowledged that to the
extent the Security Principles conflict with the specific provisions of this Senior
Secured Notes Indenture or any Security Document (other than those explicitly
qualified by these Security Principles), the provisions of this Senior Secured Notes
Indenture or such Security Document will prevail.




(3) For purposes of the Security Principles, “value” refers to fair market value;
provided, however, that if no fair market value is readily ascertainable, value
shall refer to book value determined in accordance with GAAP (as defined in the
Senior Secured Credit Facilities) (consistently applied), as of the date of the most
recently ended fiscal quarter for which financial statements are available.




(4) For purposes of the covenants set forth in this Senior Secured Notes Indenture
and Security Documents, the Applicable Representative from time to time shall make
all determinations on behalf of the noteholders with respect to these Security
Principles and the Senior Secured Notes shall not be entitled to any Collateral not
also available on the same priority basis in respect of the Senior Secured Credit
Facilities, any other Credit Agreement or other Public Debt.




The Security Principles are as follows:




     (a) general statutory limitations, financial assistance, capital maintenance,
corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of
title claims, exchange control restrictions and similar principles may limit the
ability of Issuers and Senior Secured Note Guarantors to provide a guarantee or
security or may require that the guarantee or security be limited by an amount or
otherwise; the Issuers and Senior Secured Note Guarantors will use reasonable
endeavours to provide the maximum permissible credit support and to assist in
demonstrating that adequate corporate benefit accrues to any relevant entity;




     (b) the security and extent of its perfection may be limited where the
Applicable Representative reasonably determines in consultation with the Loan
Parties (in each case as used in this definition, such term as defined in the Senior
Secured Credit Facilities) that the cost to the Loan Parties (including for the
avoidance of doubt, any material tax costs to the Loan Parties taken as a whole) of



4









 






providing security is excessive in relation to the benefit accruing to the Secured
Parties (as defined in the First Lien Intercreditor Agreement);




     (c) any assets subject to third party arrangements which are permitted by this
Senior Secured Notes Indenture and which prevent those assets from being subject to
a Lien will not be subject to a Lien in any relevant Security Document, provided
that reasonable endeavours to obtain consent to such Lien shall be used by the
relevant Issuer or Senior Secured Note Guarantor if the relevant asset is material
and if seeking such consent will not adversely affect the business of the Issuer or
Senior Secured Note Guarantor or their commercial relationships;




     (d) guarantees and security will not be required from companies that are not
Wholly Owned Subsidiaries (such term, as used throughout these Security Principles,
to exclude directors’ qualifying shares and similar insignificant minority ownership
interests). Where security is provided by a wholly owned subsidiary of any Issuer or
Senior Secured Note Guarantor (whether direct or indirect) and such subsidiary
subsequently ceases to be wholly owned but remains a subsidiary, there shall be no
requirement for the release of such guarantee or security;




     (e) RGHL and its Subsidiaries (the “Group”) will not be required to grant
Senior Secured Note Guarantees or enter into Security Documents if it would conflict
with the fiduciary duties of their directors or contravene any legal prohibition or
result in a risk of personal or criminal liability on the part of any officer,
provided that the relevant member of the Group shall use reasonable endeavours to
overcome any such obstacle; provided further, however, that the above limitation
shall be assessed in respect of the obligations of such member of the Group under
the Credit Documents (as defined in the First Lien Intercreditor Agreement)
generally and not just the Senior Secured Note Guarantee or security being granted
by that member of the Group;




     (f) the Issuers and Senior Secured Note Guarantors will not be required to
grant guarantees or enter into Security Documents where there would be a significant
tax disadvantage in doing so and without limiting the generality of the foregoing,
none of the Issuers or any Senior Secured Note Guarantor shall be required to give a
Senior Secured Note Guarantee or a pledge of its assets if such entity is a US
Controlled Foreign Subsidiary, and in no event shall more than 65% of the total
outstanding voting Equity Interests of such an entity be required to be pledged;




     (g) perfection of security, when required, and other legal formalities will be
completed as soon as practicable and, in any event, within the time periods
specified in this Senior Secured Notes Indenture and Security Documents therefor or
(if earlier or to the extent no such time periods are specified in this Senior
Secured Notes Indenture and Security Documents) within the time periods specified by
applicable law in order to ensure due perfection. The perfection of security granted
will not be required if it would have a material adverse effect on the ability of
the relevant Issuer or Senior Secured Note Guarantor to conduct its



5









 






operations and business in the ordinary course as otherwise permitted by the Senior
Secured Indenture and Security Documents;




     (h) the Collateral Agent (acting in its own right or on behalf of the relevant
Secured Parties (in each case used in this definition, as defined in the First Lien
Intercreditor Agreement)) shall be able to enforce the security granted by the
Security Documents without any restriction from (i) the constitutional documents of
any of the Issuers and Senior Secured Note Guarantors, to the extent that such
restrictions can be removed under relevant law, (ii) any of the Issuers and Senior
Secured Note Guarantors which is or whose assets are the subject of such Security
Document (but subject to any inalienable statutory or common law rights which the
Issuers and Senior Secured Note Guarantors may have to challenge such enforcement)
or (iii) any shareholders of the foregoing not party to the relevant Security
Document, to the extent that it is within the power of the Issuers and Senior
Secured Note Guarantors to ensure that such restrictions do not apply;




     (i) the maximum secured amount may be limited to minimize stamp duty,
notarisation, registration or other applicable fees, taxes and duties;




     (j) where a class of assets to be secured by an Obligor includes material and
immaterial assets, the Issuers and the Administrative Agent under the Senior Secured
Credit Facilities (or such other Applicable Representative) may agree a threshold in
respect of such assets and direct the Collateral Agent to act accordingly;




     (k) the only owned real property owned by RGHL and its Subsidiaries required to
be pledged on the Escrow Release Date or as soon as reasonably practicable
thereafter, but, in any event, at the same time such pledge is given in respect of
the Senior Secured Credit Facilities, will be the real property pledged in respect
of the Senior Secured Credit Facilities at such time. After the Escrow Release Date,
neither RGHL nor any of its Subsidiaries will be required to pledge any real
property owned by RGHL or such Subsidiaries unless the value of such real property
exceeds €5.0 million. Neither RGHL nor any of its Subsidiaries will be required to
pledge any property in which it has a leasehold interest;




     (l) unless granted under a global Security Document governed by the law of the
jurisdiction of the Issuers or a Senior Secured Note Guarantor or New York law, all
security (other than share security over subsidiaries of the Issuers or a Senior
Secured Note Guarantor) shall be governed by the law of and secure assets located in
the jurisdiction of incorporation of that entity; provided that for certain
receivables security, such security may be governed by the law of the jurisdiction
of incorporation or domicile of the creditor or the law that governs the underlying
receivable;




     (m) other than where intellectual property is secured by a floating charge or
other similar all-asset security interest, security interests need only be granted
for intellectual property with a value greater than €1.0 million. Security interests
in intellectual property will be registered solely in the jurisdiction of
incorporation



6









 






of the entity that owns such intellectual property; provided, however, that, with
respect to intellectual property that is material to such entity, to the extent the
registration of a security interest in or the taking of any other commercially
reasonable actions with respect to, such intellectual property in any other
jurisdiction is necessary to ensure that the Secured Parties would be able to
realize upon the value of the secured intellectual property in the event of
enforcement action, such registration or other actions will be taken in such other
jurisdiction as the Collateral Agent may reasonably request taking into account the
cost to the Loan Parties of such registration in relation to the benefit accruing to
the Secured Parties;




     (n) security interests will be taken over only those insurance policies of the
Issuers and Senior Secured Note Guarantors that are material to the Group as a
whole, as reasonably determined by the Administrative Agent under the Senior Secured
Credit Facilities (or other Applicable Representative, as applicable);




     (o) other than where equipment is secured by a floating charge or other similar
all-asset security interest, security interests need only be granted for
manufacturing equipment with a value greater than €250,000;




     (p) security interests will be provided over the equity of any Subsidiary that
is not a Loan Party only if (i) it is organized in a jurisdiction where one or more
Loan Party is organized, (ii) as of the last day of the fiscal quarter of RGHL most
recently ended for which financial statements are available, it had gross assets
(excluding intra group items but including investments in Subsidiaries) in excess of
1.0% of Consolidated Total Assets (as defined in the Senior Secured Credit
Facilities) or (iii) for the period of four consecutive fiscal quarters of RGHL most
recently ended for which financial statements are available, it had earnings before
interest, tax, depreciation and amortization calculated on the same basis as
Consolidated EBITDA in excess of 1.0% of the Consolidated EBITDA (as such terms are
defined in the Senior Secured Credit Facilities); and




     (q) no security interest will be provided over the equity of any Subsidiary
that (a) does not conduct any business operations, (b) has assets with a book value
not in excess of $100,000 and (c) does not have any indebtedness outstanding.




For the avoidance of doubt, in these Security Principles, “cost” includes, but is
not limited to, income tax cost, registration taxes payable on the creation or for
the continuance of any security, stamp duties, out-of-pocket expenses and other fees
and expenses directly incurred by the relevant grantor of security or any of its
direct or indirect owners, Subsidiaries or Affiliates.




(B) Senior Secured Note Guarantors and Security




     Each Senior Secured Note Guarantee will be an upstream, cross-stream and
downstream guarantee of all the Obligations with respect to the Senior Secured Notes
and the Senior Secured Note Guarantees, subject to the requirements of the Security
Principles in each relevant jurisdiction. Subject to the



7









 






Security Principles, the security will secure all of the Obligations with respect to
the Senior Secured Notes and the Senior Secured Note Guarantees.




     Subject to these Security Principles, the security package shall include stock
and other membership interests issued by the Issuers and Senior Secured Note
Guarantors and intercompany and trade receivables, bank accounts (and amounts on
deposit therein), intellectual property, insurance, real estate, inventory and
equipment, in each case owned by an Issuer or Senior Secured Note Guarantor and, in
jurisdictions where an “all asset” security interest can be created in a security
document, security over all assets shall, subject to this Senior Secured Notes
Indenture and Security Documents, be given by the Issuers and Senior Secured Note
Guarantors formed in that jurisdiction.




     To the extent possible, all security shall be given in favour of the Collateral
Agent and not the Holders individually, provided that any accessory security
(akzessorische Sicherheit) governed by Swiss and German law shall be given in favour
of the Collateral Agent and Secured Parties (as defined in the First Lien
Intercreditor Agreement) individually if so required by the Applicable
Representative. “Parallel debt” provisions will be used where necessary; such
provisions will be contained in the First Lien Intercreditor Agreement and not the
individual Security Documents unless required under local laws. To the extent
possible, the grant of security in the Collateral shall be structured, documented or
otherwise implemented in a manner so that there should be no action required to be
taken in relation to the security when any noteholder transfers an interest in the
Senior Secured Notes to another party. To the extent such action is required, the
Applicable Representative shall not require the Collateral Agent to obtain security
in such asset giving rise to the requirement for such action upon a transfer of an
interest in the Senior Secured Notes to another party.




     The Issuers and Senior Secured Note Guarantors will be required to pay the
reasonable costs of any re-execution, notarisation, re-registration, amendment or
other perfection requirement for any security on any transfer by a Holder to a new
Holder on or prior to the date on which the Initial Purchasers notify RGHL that
primary distribution of the Senior Secured Notes is complete. Otherwise the cost or
fee shall be for the account of the transferee Holder.




Terms of Security Documents




     The following principles will be reflected in the terms of any security taken
as part of this transaction:




     (a) the security will be first ranking, to the extent possible;




     (b) security will (to the extent possible under local law) not be enforceable
unless an Event of Default (as defined in the First Lien Intercreditor Agreement)
has occurred and is continuing;



8









 






     (c) any representations, warranties or undertakings which are required to be
included in any Security Document shall reflect (to the extent to which the subject
matter of such representation, warranty and undertaking is the same as the
corresponding representation, warranty and undertaking in the Credit Agreement, this
Senior Secured Notes Indenture or any Additional Agreement (as defined in the First
Lien Intercreditor Agreement and to the extent relevant) (collectively, the
“Principal Loan Documents”) the commercial deal set out in the Principal Loan
Documents (save to the extent that applicable local counsel agree that it is
necessary to include any further provisions (or deviate from those contained in the
Principal Loan Documents) in order to protect or preserve the security granted
thereunder);




     (d) the provisions of each security document will not be unduly burdensome on
the relevant Issuer or Senior Secured Note Guarantor granting such security or
interfere unreasonably with the operation of its business and will be limited to
those required to create effective security and not impose unreasonable commercial
obligations;




     (e) information, such as lists of assets, will be provided if and only to the
extent (i) required by law to create, enforce, perfect or register the security or
(ii) necessary or advisable to enforce the security; provided, however, that such
information need not be provided by an Issuer or Senior Secured Note Guarantor
pursuant to this subclause (ii) more frequently than annually unless an Event of
Default has occurred (or, in the case of third-party trade debtors, unless a Default
has occurred which is continuing), and in each case that information can be provided
without breaching confidentiality requirements or damaging business relationships;




     (f) the Collateral Agent and Secured Parties shall be able to exercise a power
of attorney only following the occurrence of an Event of Default or if the relevant
Issuer or Senior Secured Note Guarantor granting such security has failed to comply
with a further assurance or perfection obligation within 10 Business Days of being
notified of that failure;




     (g) security will, where possible and practical, automatically create security
over future assets of the same type as those already secured;




     (h) notification of receivables security to third-party trade debtors shall not
be given unless a Default has occurred and is continuing and for intercompany
receivables notification may be given at the time such security is granted to the
extent required by local law to perfect such security or if a Default has occurred
and is continuing;




     (i) in respect of the share pledges, until an Event of Default has occurred,
the pledgors shall be permitted to retain and to exercise voting rights to any
shares pledged by them in a manner which does not adversely affect the validity or
enforceability of the security or cause an Event of Default to occur and the



9









 






subsidiaries of the pledgors should be permitted to pay dividends upstream on
pledged shares to the extent permitted under the Principal Loan Documents; and




     (j) in respect of bank accounts (and cash therein), the Collateral Agent agrees
with the relevant Issuer or Senior Secured Note Guarantor that the Collateral Agent
shall not give any instructions or withhold any withdrawal rights from such Issuer
or Senior Secured Note Guarantor, unless an Event of Default has occurred and is
continuing, or, after giving effect to any withdrawal, would occur.



     “Applicable Premium” (as determined by the Issuers) means, with respect to any Senior Secured
Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Senior
Secured Note and (ii) the excess, if any, of (A) the present value at such redemption date of (1)
the redemption price of such Senior Secured Note on August 15, 2015 (such redemption price being
described in Section 5 of the Form of Senior Secured Note, exclusive of any accrued interest and
additional interest, if any) plus (2) all required remaining scheduled interest payments due on
such Senior Secured Note through August 15, 2015 (excluding accrued but unpaid interest and
additional interest, if any, to the redemption date), computed using a discount rate equal to the
Treasury Rate at the redemption date plus 50 basis points over (B) the principal amount of such
Senior Secured Note on such redemption date.



     “Applicable Representative” has the meaning given to such term in the First Lien Intercreditor
Agreement.



     “Asset Sale” means:




(1) the sale, conveyance, transfer or other disposition (whether in a single
transaction or a series of related transactions) of property or assets (including by
way of a Sale/Leaseback Transaction) outside the ordinary course of business of BP
I, BP II or any Restricted Subsidiary (each referred to in this definition as a
“disposition”); or




(2) the issuance or sale of Equity Interests (other than directors’ qualifying
shares and shares issued to foreign nationals or other third parties to the extent
required by applicable law) of any Restricted Subsidiary (other than to BP I, BP II
or a Restricted Subsidiary and other than the issuance of Preferred Stock of a
Restricted Subsidiary issued in compliance with Section 4.03) (whether in a single
transaction or a series of related transactions),




in each case other than:




     (a) a disposition of cash, Cash Equivalents or Investment Grade Securities or
obsolete, surplus or worn-out property or equipment in the ordinary course of
business;




     (b) transactions permitted pursuant to Section 5.01 or any disposition that
constitutes a Change of Control;



10









 






     (c) any Restricted Payment or Permitted Investment that is permitted to be
made, and is made, under Section 4.04;




     (d) any disposition of assets or issuance or sale of Equity Interests of any
Restricted Subsidiary, which assets or Equity Interests so disposed or issued have
an aggregate Fair Market Value of less than $15.0 million;




     (e) any disposition of property or assets, or the issuance of securities, by a
Restricted Subsidiary to RGHL or by BP I, BP II or a Restricted Subsidiary to BP I,
BP II or a Restricted Subsidiary;




     (f) any exchange of assets (including a combination of assets and Cash
Equivalents) for assets related to a Similar Business of comparable or greater Fair
Market Value or, as determined in good faith by senior management or the Board of
Directors of BP I or BP II, to be of comparable or greater usefulness to the
business of BP I, BP II and the Restricted Subsidiaries as a whole;




     (g) foreclosure, exercise of termination rights or any similar action with
respect to any property or any other asset of BP I, BP II or any Restricted
Subsidiaries;




     (h) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;




     (i) the lease, assignment or sublease of any real or personal property in the
ordinary course of business;




     (j) any sale of inventory, trading stock or other assets in the ordinary course
of business;




     (k) any grant in the ordinary course of business of any license of patents,
trademarks, know-how or any other intellectual property;




     (l) an issuance of Capital Stock pursuant to an equity incentive or
compensation plan approved by the Board of Directors;




     (m) dispositions consisting of the granting of Permitted Liens;




     (n) dispositions of receivables in connection with the compromise, settlement
or collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings and exclusive of factoring or similar arrangements;




     (o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than BP I, BP II or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from
whom such Restricted Subsidiary acquired its business and assets (having been newly
formed in connection with such acquisition), made as part of such



11









 






acquisition and in each case comprising all or a portion of the consideration in
respect of such sale or acquisition;




     (p) any surrender or waiver of contract rights or the settlement, release,
recovery on or surrender of contract, tort or other claims of any kind;




     (q) a Financing Disposition or a transfer (including by capital contribution)
of accounts receivable and related assets of the type specified in the definition of
“Receivables Financing” (or a fractional undivided interest therein) by a
Receivables Subsidiary or any Restricted Subsidiary (x) in a Qualified Receivables
Financing or (y) pursuant to any other factoring on arm’s length terms or (z) in the
ordinary course of business;




     (r) the sale of any property in a Sale/Leaseback Transaction not prohibited by
this Senior Secured Notes Indenture with respect to any assets built or acquired by
BP I, BP II or any Restricted Subsidiary after the Reference Date;




     (s) in the ordinary course of business, any lease, assignment or sublease of
any real or personal property, in exchange for services (including in connection
with any outsourcing arrangements) of comparable or greater Fair Market Value or, as
determined in good faith by senior management or the Board of Directors of BP I or
BP II, to be of comparable or greater usefulness to the business of BP I, BP II and
the Restricted Subsidiaries as a whole; provided that any cash or Cash Equivalents
received must be applied in accordance with Section 4.06; and




     (t) sales or other dispositions of Equity Interests in joint ventures in
existence on the Issue Date.



     “Assumption” means (A) the consummation of the Escrow Mergers and (B) the assumption and other
transactions whereby (x) the US Issuer I and the US Issuer II, as the surviving entities of the
Escrow Mergers, and the Luxembourg Issuer will jointly and severally assume all of the obligations
of the Escrow Issuers under the Senior Secured Notes and this Senior Secured Notes Indenture
pursuant to the Assumption Senior Secured Notes Supplemental Indenture and other agreements and (y)
the Senior Secured Note Guarantors will guarantee the obligations of the US Issuer I, the US Issuer
II and the Luxembourg Issuer under the Senior Secured Notes and this Senior Secured Notes Indenture
pursuant to the Assumption Senior Secured Notes Supplemental Indenture and other agreements.



     “Assumption Senior Secured Notes Supplemental Indenture” means a supplemental indenture,
substantially in the form as set forth in Exhibit B hereto, to be entered into on the Escrow
Release Date, among the US Issuer I, the US Issuer II, the Luxembourg Issuer, the Senior Secured
Note Guarantors, the Trustee and the Collateral Agent.



     “Bank Indebtedness” means any and all amounts payable under or in respect of any Credit
Agreement (which may include First Lien Obligations, including Additional Senior Secured Notes),
the other Credit Agreement Documents and any Local Facility Agreement, in each case as amended,
restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise
modified from time to time (including after termination of such Credit



12









 




Agreement or Local Facility Agreement), including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to RGHL, BP I or BP II whether or not a claim for post-filing interest is
allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof.




     “Board of Directors” means, as to any Person, the board of directors or managers, as
applicable, of such Person (or, if such Person is a partnership, the board of directors or other
governing body of the general partner of such Person) or any duly authorized committee thereof.



     “BP I” means Beverage Packaging Holdings (Luxembourg) I S.A., a company incorporated as a
société anonyme under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippman,
L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).



     “BP II” means Beverage Packaging Holdings (Luxembourg) II S.A., a company incorporated as a
société anonyme under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippman,
L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).



     “BP III” means Beverage Packaging Holdings (Luxembourg) III S.à r.l., a company incorporated
as a société à responsabilité limitée under the laws of Luxembourg with registered office at 6C,
rue Gabriel Lippman, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest
thereto).



     “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York City, Luxembourg or London.



     “Capital Stock” means:




(1) in the case of a corporation, corporate stock or shares;




(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




(3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




(4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.



     “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.




13












 





     “Cash Equivalents” means:




(1) US dollars, pounds sterling, euro, the national currency of any member state in
the European Union or, in the case of any Restricted Subsidiary that is not
organized or existing under the laws of the United States, any member state of the
European Union or any state or territory thereof, such local currencies held by it
from time to time in the ordinary course of business;




(2) securities issued or directly and fully guaranteed or insured by the US, U.K.,
Canadian, Swiss or Japanese government or any country that is a member of the
European Union or any agency or instrumentality thereof in each case maturing not
more than two years from the date of acquisition;




(3) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’ acceptances,
in each case with maturities not exceeding one year and overnight bank deposits, in
each case with any commercial bank whose long-term debt is rated “A” or the
equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency);




(4) repurchase obligations for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above;




(5) commercial paper issued by a corporation (other than an Affiliate of any Issuer)
rated at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent
thereof by Moody’s (or reasonably equivalent ratings of another internationally
recognized ratings agency) and in each case maturing within one year after the date
of acquisition;




(6) readily marketable direct obligations issued by any state of the United States
of America, any province of Canada, any member of the European Monetary Union, the
United Kingdom, Switzerland or Norway or any political subdivision thereof having
one of the two highest rating categories obtainable from either Moody’s or S&P (or
reasonably equivalent ratings of another internationally recognized ratings agency),
in each case with maturities not exceeding two years from the date of acquisition;




(7) Indebtedness issued by Persons (other than any Issuer or any of its Affiliates)
with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s, in each
case with maturities not exceeding two years from the date of acquisition;




(8) for the purpose of paragraph (a) of the definition of “Asset Sale,” any
marketable securities of third parties owned by BP I, BP II or the Restricted
Subsidiaries on the Issue Date;




(9) interest in investment funds investing at least 95% of their assets in
securities of the types described in clauses (1) through (7) above; and



14









 






(10) instruments equivalent to those referred to in clauses (1) through (8) above
denominated in euro or any other foreign currency comparable in credit quality and
tenor to those referred to above and commonly used by corporations for cash
management purposes in any jurisdiction outside the United States to the extent
reasonably required in connection with any business conducted by any Subsidiary
organized in such jurisdiction.



     “Change of Control” means the occurrence of any of the following events:




(1) the sale, lease or transfer, in one or a series of transactions, of all or
Substantially All the assets of BP II or BP I and its Subsidiaries, taken as a
whole, to a Person other than, directly or indirectly, any of the Permitted Holders;




(2) BP I becomes aware (by way of a report or any other filing pursuant to Section
13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any
group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of
the Permitted Holders, in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision), of more than 50% of the total voting
power of the Voting Stock of the US Issuer I, the US Issuer II, the Luxembourg
Issuer, BP I or BP II or any direct or indirect parent of BP I or BP II; or




(3) RGHL ceases to own, directly or indirectly, 100% of the Capital Stock of BP I,
BP II, BP III or any of the Issuers, other than directors’ qualifying shares or
other de minimis shareholdings required by law.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Collateral” means all the assets of any Obligor subject to Liens created pursuant to any
Security Documents.



     “Collateral Agent” means The Bank of New York Mellon in its capacity as collateral agent under
the First Lien Intercreditor Agreement, any successor thereto under the First Lien Intercreditor
Agreement, Wilmington Trust (London) Limited, as additional collateral agent under the First Lien
Intercreditor Agreement and any other collateral agent that accedes to the First Lien Intercreditor
Agreement as co-collateral agent or additional or separate collateral agent with respect to all or
any portion of the Collateral, and any successor to any such other collateral agent.



     “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,
without duplication, of:




(1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted in computing



15









 






Consolidated Net Profit (including amortization of original issue discount and bond
premium, the interest component of Capitalized Lease Obligations, and net payments
and receipts (if any) pursuant to interest rate Hedging Obligations (provided,
however, that if Hedging Obligations result in net benefits received by such Person,
such benefits shall be credited to reduce Consolidated Interest Expense to the
extent paid in cash unless, pursuant to GAAP, such net benefits are otherwise
reflected in Consolidated Net Profit) and excluding amortization of deferred
financing fees, debt issuance costs, commissions, fees and expenses and expensing of
any bridge commitment or other financing fees); plus




(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (but excluding any capitalizing interest on
Subordinated Shareholder Funding); plus




(3) commissions, discounts, yield and other fees and charges Incurred in connection
with any Receivables Financing which are payable to Persons other than BP I, BP II
and the Restricted Subsidiaries; minus




(4) interest income for such period.



     “Consolidated Net Profit” means, with respect to any Person for any period, the aggregate of
the Net Profit of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis; provided, however, that, without duplication:




(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or
income, expenses or charges (less all fees and expenses relating thereto) including
severance expenses, relocation costs and expenses and expenses or charges related to
any Equity Offering, Permitted Investment, acquisition (including integration costs)
or Indebtedness permitted to be Incurred by this Senior Secured Notes Indenture (in
each case, whether or not successful), including any such fees, expenses, charges or
change in control payments made under the Acquisition Documents, the Reynolds
Acquisition Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition
Document, the Reynolds Foodservice Acquisition Document, the Dopaco Acquisition
Document, the Graham Packaging Acquisition Document or otherwise related to the
Transactions, in each case, shall be excluded;




(2) any increase in amortization or depreciation or any one-time non-cash charges or
increases or reductions in Net Profit, in each case resulting from purchase
accounting in connection with the Transactions or any acquisition that is
consummated after the Issue Date shall be excluded;




(3) the Net Profit for such period shall not include the cumulative effect of a
change in accounting principles during such period;




(4) any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations shall be excluded;



16









 






(5) any net after-tax gains or losses (less all fees and expenses or charges
relating thereto) attributable to business dispositions or asset dispositions other
than in the ordinary course of business (as determined in good faith by the Board of
Directors of BP I or BP II) shall be excluded;




(6) any net after-tax gains or losses (less all fees and expenses or charges
relating thereto) attributable to the early extinguishment of indebtedness or
Hedging Obligations or other derivative instruments shall be excluded;




(7) the Net Profit for such period of any Person that is not a Subsidiary of such
Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity
method of accounting, shall be included only to the extent of the amount of
dividends or distributions or other payments paid in cash (or to the extent
converted into cash) to the referent Person or a Restricted Subsidiary thereof in
respect of such period;




(8) solely for the purpose of determining the amount available for Restricted
Payments under clause (1) of the definition of Cumulative Credit, the Net Profit for
such period of any Restricted Subsidiary (other than any Issuer or any Senior
Secured Note Guarantor) shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary of its
Net Profit is not at the date of determination permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly, by
the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restrictions with respect to
the payment of dividends or similar distributions have been legally waived or are
permitted under Section 4.05; provided that the Consolidated Net Profit of such
Person shall be increased by the amount of dividends or other distributions or other
payments actually paid in cash (or converted into cash) by any such Restricted
Subsidiary to such Person, to the extent not already included therein;




(9) an amount equal to the amount of Tax Distributions actually made to any parent
of such Person in respect of such period in accordance with Section 4.04(b)(xii)
shall be included as though such amounts had been paid as income taxes directly by
such Person for such period;




(10) any non-cash impairment charges or asset write-offs, and the amortization of
intangibles arising in each case pursuant to GAAP or the pronouncements of the IASB
shall be excluded;




(11) any non-cash expense realized or resulting from stock option plans, employee
benefit plans or post-employment benefit plans, grants and sales of stock, stock
appreciation or similar rights, stock options or other rights to officers, directors
and employees shall be excluded;



17









 






(12) any (a) one-time non-cash compensation charges, (b) the costs and expenses
after the Issue Date related to employment of terminated employees, (c) costs or
expenses realized in connection with, resulting from or in anticipation of the
Transactions or (d) costs or expenses realized in connection with or resulting from
stock appreciation or similar rights, stock options or other rights existing on the
Issue Date of officers, directors and employees, in each case of such Person or any
of its Restricted Subsidiaries, shall be excluded;




(13) accruals and reserves that are established or adjusted as a result of the
Transactions (including as a result of the adoption or modification of accounting
policies in connection with the Transactions) within 12 months after the Issue Date
and that are so required to be established in accordance with GAAP shall be
excluded;




(14) solely for purposes of calculating EBITDA, (a) the Net Profit of any Person and
its Restricted Subsidiaries shall be calculated without deducting the income
attributable to, or adding the losses attributable to, the minority equity interests
of third parties in any non-wholly owned Restricted Subsidiary except to the extent
of dividends declared or paid in respect of such period or any prior period on the
shares of Capital Stock of such Restricted Subsidiary held by such third parties and
(b) any ordinary course dividend, distribution or other payment paid in cash and
received from any Person in excess of amounts included in clause (7) above shall be
included;




(15) (a) (i) the non-cash portion of “straight-line” rent expense shall be excluded
and (ii) the cash portion of “straight-line” rent expense that exceeds the amount
expensed in respect of such rent expense shall be included and (b) non-cash gains,
losses, income and expenses resulting from fair value accounting required by the
applicable standard under GAAP shall be excluded;




(16) unrealized gains and losses relating to hedging transactions and mark-to-market
of Indebtedness denominated in foreign currencies resulting from the applications of
the applicable standard under GAAP shall be excluded; and




(17) solely for the purpose of calculating Restricted Payments, the difference, if
positive, of the Consolidated Taxes of BP I and BP II calculated in accordance with
GAAP and the actual Consolidated Taxes paid in cash by BP I and BP II during any
Reference Period shall be included.



     Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded
from Consolidated Net Profit any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries of BP I or BP II or a Restricted Subsidiary to the extent
such dividends, repayments or transfers increase the amount of Restricted Payments permitted under
Section 4.04 pursuant to clauses (5) and (6) of the definition of Cumulative Credit.



18









 





     “Consolidated Non-cash Charges” means, with respect to any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted
Subsidiaries reducing Consolidated Net Profit of such Person for such period on a consolidated
basis and otherwise determined in accordance with GAAP, but excluding any such charge which
consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future
period.



     “Consolidated Taxes” means with respect to any Person for any period, provision for taxes
based on income, profits or capital, including, without limitation, national, state, franchise and
similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Profit.



     “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent:




(1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor;




(2) to advance or supply funds:




     (a) for the purchase or payment of any such primary obligation, or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; or




(3) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation against loss in respect thereof.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee, which on
the date hereof is located at 101 Barclay Street, 4-E, New York, N.Y. 10286.



     “Credit Agreement” means (i) the Senior Secured Credit Facilities and (ii) whether or not the
instruments referred to in clause (i) remain outstanding, if designated by the Issuers to be
included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial
paper facilities, providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to
borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures
or other forms of debt financing (including convertible or exchangeable debt instruments or bank
guarantees or bankers’ acceptances) or (C) instruments or agreements evidencing any other
Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as
amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or
refunded in whole or in part from time to time.



19









 





     “Credit Agreement Documents” means the collective reference to the Credit Agreement, any notes
issued pursuant thereto and the guarantees thereof and any security or collateral documents entered
into in relation thereto, as amended, supplemented, restated, renewed, refunded, replaced,
restructured, repaid, refinanced or otherwise modified from time to time.



     “Cumulative Credit” means the sum of (without duplication):




(1) 50% of the Consolidated Net Profit of BP I and BP II for the period (taken as
one accounting period, the “Reference Period”) from the beginning of the fiscal
quarter during which the RP Reference Date occurred to the end of the most recently
ended fiscal quarter for which combined internal financial statements of BP I and BP
II are available at the time of such Restricted Payment (or, in the case such
Consolidated Net Profit for such period is a deficit, minus 100% of such deficit);
plus




(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of
property other than cash received by BP I or BP II after the RP Reference Date
(other than net proceeds to the extent such net proceeds have been used to Incur
Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section
4.03(b)(xxii)) from the issue or sale of Equity Interests of BP I or BP II or
Subordinated Shareholder Funding to BP I or BP II (excluding Refunding Capital Stock
(as defined below), Designated Preferred Stock, Excluded Contributions, and
Disqualified Stock), including Equity Interests issued upon exercise of warrants or
options (other than an issuance or sale to a Restricted Subsidiary); plus




(3) 100% of the aggregate amount of contributions to the capital of BP I or BP II
received in cash and the Fair Market Value of property other than cash received
after the RP Reference Date (other than Excluded Contributions, Refunding Capital
Stock, Designated Preferred Stock, and Disqualified Stock and other than
contributions to the extent such contributions have been used to Incur Indebtedness,
Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii)); plus




(4) the principal amount of any Indebtedness, or the liquidation preference or
maximum fixed repurchase price, as the case may be, of any Disqualified Stock of BP
I, BP II or any Restricted Subsidiary thereof issued after the RP Reference Date
(other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary)
which has been converted into or exchanged for Equity Interests in or Subordinated
Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct
or indirect parent of BP I or BP II (provided in the case of any parent, such
Indebtedness or Disqualified Stock is retired or extinguished); plus




(5) 100% of the aggregate amount received after the RP Reference Date by BP I, BP II
or any Restricted Subsidiary in cash and the Fair Market Value of property other
than cash received by BP I, BP II or any Restricted Subsidiary:



20









 






     (A) from the sale or other disposition (other than to BP I, BP II or a
Restricted Subsidiary and other than in connection with the Transactions) of
Restricted Investments made after the RP Reference Date by BP I, BP II or the
Restricted Subsidiaries and from repurchases and redemptions after the RP Reference
Date of such Restricted Investments from BP I, BP II or the Restricted Subsidiaries
by any Person (other than BP I, BP II or any Restricted Subsidiaries) and from
repayments of loans or advances and releases of guarantees, which constituted
Restricted Investments made after the RP Reference Date (other than in each case to
the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)
or 4.04(b)(x)),




     (B) from the sale (other than to BP I, BP II or a Restricted Subsidiary) of the
Capital Stock of an Unrestricted Subsidiary, or




     (C) from a distribution or dividend from an Unrestricted Subsidiary; plus




(6) in the event any Unrestricted Subsidiary of BP I or BP II has been redesignated
as a Restricted Subsidiary after the RP Reference Date or has been merged,
consolidated or amalgamated with or into, or transfers or conveys its assets to, or
is liquidated into, BP I, BP II or a Restricted Subsidiary after the RP Reference
Date, the Fair Market Value (and, if such Fair Market Value exceeds $30.0 million,
such Fair Market Value shall be set forth in a written resolution of a majority of
the Board of Directors of BP I) of the Investment of BP I or BP II in such
Unrestricted Subsidiary at the time of such redesignation, combination or transfer
(or of the assets transferred or conveyed, as applicable), after taking into account
any Indebtedness associated with the Unrestricted Subsidiary so designated or
combined or any Indebtedness associated with the assets so transferred or conveyed
(other than in each case to the extent that the designation of such Subsidiary as an
Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or 4.04(b)(x) or
constituted a Permitted Investment).



     “Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency
swap agreement, currency futures contract, currency option contract, currency derivative or other
similar agreement to which such Person is a party or beneficiary.



     “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



     “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration
received by BP I, BP II or one of the Restricted Subsidiaries in connection with an Asset Sale that
is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting
forth the basis of such valuation, less the amount of Cash Equivalents received in connection with
a subsequent sale of such Designated Non-cash Consideration.



     “Designated Preferred Stock” means Preferred Stock of BP I or BP II or any direct or indirect
parent of BP I or BP II (other than Disqualified Stock), that is issued for cash (other than to BP
I, BP II or any of their respective Subsidiaries or an employee stock ownership plan or



21









 




trust established by BP I, BP II or any of their respective Subsidiaries) and is so designated
as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.




     “Disinterested Directors” means, with respect to any Affiliate Transaction, one or more
members of the Board of Directors of BP I, BP II or any parent company of BP I or BP II having no
material direct or indirect financial interest in or with respect to such Affiliate Transaction. A
member of any such Board of Directors shall not be deemed to have such a financial interest by
reason of such member’s holding of Equity Interests of BP I, BP II or any parent company of BP I or
BP II or any options, warrants or other rights in respect of such Equity Interests.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms (or by the terms of any security into which it is convertible or for which it
is redeemable or exchangeable), or upon the happening of any event:




(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than as a result of a change of control or asset sale; provided
that the relevant asset sale or change of control provisions, taken as a whole, are
not materially more disadvantageous to the holders of the Senior Secured Notes than
is customary in comparable transactions (as determined in good faith by the
Issuers));




(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such
Person; or




(3) is redeemable at the option of the holder thereof, in whole or in part (other
than solely as a result of a change of control or asset sale),


in each case prior to 91 days after the maturity date of the Senior Secured Notes or the date the
Senior Secured Notes are no longer outstanding; provided, however, that only the portion of Capital
Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any
employee or to any plan for the benefit of employees of BP I, BP II or their respective
Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by BP I or BP II in order to
satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided, further, that any class of Capital Stock of such Person
that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of
Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.




     “Disqualified Subsidiary” means Graham Holdings and each of its Subsidiaries until all Graham
Packaging 2014 Notes, Graham Packaging 2017 Notes and Graham Packaging 2018 Notes have been repaid,
prepaid, repurchased or redeemed in full or defeased pursuant to the defeasance provisions
contained in the related indentures.



     “Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is
incorporated or organized under the laws of the United States of America or any state thereof or
the District of Columbia.



22









 





     “Dopaco Acquisition Document” means the Purchase and Sale Agreement, dated as of March 3,
2011, among Cascades USA Inc., RGHL and Cascades Inc.



     “Dopaco Transactions” means (i) the acquisition by RGHL, through its wholly owned subsidiaries
Pactiv and Reynolds Food Packaging Canada Inc., of all of the outstanding stock of Dopaco Inc. and
Dopaco Canada Inc. pursuant to the Dopaco Acquisition Document, (ii) the other transactions related
to the foregoing and (iii) the payment of fees and expenses related to the foregoing.



     “Domination Agreements” shall mean the Existing Domination Agreements and any domination
agreements and/or profit and loss pooling agreements (Beherrschungs- und/oder
Gewinnabführungsvertrag) entered after the date hereof pursuant to Section 5.17 of the Senior
Secured Credit Facilities.



     “EBITDA” means, with respect to any Person for any period, the Consolidated Net Profit of such
Person for such period plus, without duplication, to the extent the same was deducted in
calculating Consolidated Net Profit:




(1) Consolidated Taxes; plus




(2) Consolidated Interest Expense; plus




(3) Consolidated Non-cash Charges; plus




(4) business optimization expenses and other restructuring charges, expenses or
reserves; provided that, with respect to each business optimization expense or other
restructuring charge, expense or reserve, the Issuers shall have delivered to the
Trustee an Officers’ Certificate specifying and quantifying such expense, charge or
reserve and stating that such expense, charge or reserve is a business optimization
expense or other restructuring charge or reserve, as the case may be; plus




(5) the amount of management, monitoring, consulting and advisory fees and related
expenses paid to Rank (or any accruals relating to such fees and related expenses)
during such period pursuant to the terms of the agreements between Rank and BP I or
BP II and its Subsidiaries as described with particularity in the Offering Circular
and as in effect on the Issue Date; plus




(6) all add backs reflected in the financial presentation of “RGHL Combined Group
Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and
Pro Forma Combined Financial Information” of the Offering Circular in the amounts
set forth in and as further described in that section of the Offering Circular, but
only to the extent such add backs occurred in the consecutive four quarter period
used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First
Lien Leverage Ratio, as the case may be; less, without duplication,



23









 






(1) non-cash items increasing Consolidated Net Profit for such period (excluding the
recognition of deferred revenue or any items which represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any
prior period and any items for which cash was received in a prior period); less




(2) all deductions reflected in the financial presentation of “RGHL Combined Group
Pro Forma Adjusted EBITDA” in the section called “Summary — Summary Historical and
Pro Forma Combined Financial Information” of the Offering Circular in the amounts
set forth in and as further described in that section of the Offering Circular, but
only to the extent such deductions occurred in the consecutive four quarter period
used in the calculations of Fixed Charge Coverage Ratio and Senior Secured First
Lien Leverage Ratio, as the case may be.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “Equity Offering” means any public or private sale after the Issue Date of ordinary shares or
Preferred Stock of BP I or any direct or indirect parent of BP I or BP II, as applicable (other
than Disqualified Stock), other than:




(1) public offerings with respect to BP I’s or such direct or indirect parent’s
ordinary shares registered on Form S-8;




(2) issuances to any Subsidiary of BP I or BP II; and




(3) any such public or private sale that constitutes an Excluded Contribution.



     “Escrow Accounts” means one or more segregated accounts, under the sole control of the Trustee
pursuant to the Escrow Agreement that includes only cash, Permitted Investments (as defined
therein), the proceeds thereof and interest earned thereon, free from all Liens except for a Lien
in favor of the Trustee on behalf of the Holders.



     “Escrow Agent” means The Bank of New York Mellon, in its capacity as Escrow Agent pursuant to
the Escrow Agreement.



     “Escrow Agreement” means the Escrow Agreement dated as of August 9, 2011, among The Bank of
New York Mellon (acting in its capacities as the Escrow Agent thereunder and as Trustee) and the
Escrow Issuers, relating to the Escrow Accounts.



     “Escrow Funds” means the aggregate funds deposited into the Escrow Accounts by the Escrow
Issuers and the Initial Purchasers together with all interest, dividends and other distributions
and payments thereon received by the Escrow Agent, less any property and/or funds distributed or
paid by the Escrow Agent in accordance with the Escrow Agreement.



24









 





     “Escrow Mergers” means each of (i) the merger of the US LLC Escrow Issuer with and into the US
Issuer I, with the US Issuer I surviving such merger and (ii) the merger of the US Corporate Escrow
Issuer with and into the US Issuer II, with the US Issuer II surviving such merger.



     “Escrow Redemption Price” means, as of any Special Mandatory Redemption Date, an amount of
cash equal to 100% of the initial offering price of the Senior Secured Notes as shown on the cover
page of the Offering Circular, plus accrued and unpaid interest and accretion of original issue
discount to, but excluding, such Special Mandatory Redemption Date.



     “Escrow Release Date” means the date that the officer’s certificate of RGHL is delivered to
the Trustee certifying the satisfaction of the conditions precedent set forth in the Escrow
Agreement for the release of the Escrow Funds to the US Issuer I, the US Issuer II and the
Luxembourg Issuer in accordance with the terms of the Escrow Agreement.



     “Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at
any time of determination thereof by BP I, BP II or the Trustee, the amount of euro obtained by
converting such currency other than euro involved in such computation into euro at the spot rate
for the purchase of euro with the applicable currency other than euro as published in The Financial
Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if
such information is no longer available in The Financial Times, such source as may be selected in
good faith by BP I or BP II) on the date of such determination.



     “Evergreen Acquisition” means collectively (a) the acquisition by Reynolds Group Holdings
Inc., a direct wholly owned subsidiary of BP III, of all the Equity Interests of Evergreen
Packaging Inc., (b) the acquisition by SIG Combibloc Holding GmbH, an indirect wholly-owned
subsidiary of BP III, of all the Equity Interests of Evergreen Packaging (Luxembourg) S.à r.l and
(c) the acquisition by Whakatane Mill Limited, an indirect wholly-owned subsidiary of BP III, from
Carter Holt Harvey Limited of the assets and liabilities of the Whakatane Paper Mill.



     “Evergreen Acquisition Documents” means the (i) the Reorganization Agreement, dated as of
April 25, 2010, between Carter Holt Harvey Limited, BP III, Reynolds Group Holdings, Inc.,
Evergreen Packaging United States Limited and Evergreen Packaging New Zealand Limited and (ii) the
Asset Purchase Agreement, dated as of April 25, 2010, between Carter Holt Harvey Limited and
Whakatane Mill Limited, and any other document entered into in connection therewith, in each case
as amended, supplemented or modified from time to time prior to the Issue Date.



     “Evergreen Transactions” means the Evergreen Acquisition and the transactions related thereto
(including the transactions contemplated in that certain Project Echo Structure dated April 23,
2010, prepared by RGHL), including the incremental term loan borrowing of $800 million under the
Senior Secured Credit Facilities, the issuance and guarantee of the May 2010 Notes.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



25









 





     “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair
Market Value as determined in good faith by senior management or the Board of Directors of BP I or
BP II) received by BP I or BP II, as applicable, after the Issue Date from:




(1) contributions to its common equity capital; or




(2) the sale (other than to a Subsidiary of BP I or BP II or to any Subsidiary
management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Stock and
Designated Preferred Stock) of BP I or BP II,


in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by
an Officer of BP I or BP II on or promptly after the date such capital contributions are made or
the date such Capital Stock is sold, as the case may be.




     “Existing Domination Agreements” shall mean the domination agreements (Beherrschungsverträge)
and/or profit and loss pooling agreements (Gewinnabführungsverträge) as registered in the
commercial register extracts (Handelsregisterausdrucke) or filed for registration with the
competent commercial register according to the commercial register extracts
(Handelsregisterausdrucke) or registration filings delivered for the Senior Secured Note Guarantors
incorporated in Germany pursuant to Section 4.02(c) of the Original Credit Agreement (as defined in
the Senior Secured Credit Facilities).



     “Fair Market Value” means, with respect to any asset or property, the price that could be
negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction (as determined in good faith by BP I or BP II except as otherwise provided in this
Senior Secured Notes Indenture).



     “February 2011 Security Documents” means those agreements or other instruments entered into
pursuant to which security interests in the Collateral (as defined in the February 2011 Senior
Secured Indenture) are granted to secure the February 2011 Senior Secured Notes and the guarantees
thereof.



     “February 2011 Senior Indenture” means the Senior Notes Indenture dated as of February 1,
2011, among the US Issuer I, the US Issuer II, the Luxembourg Issuer, the guarantors from time to
time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and
Transfer Agent and The Bank of New York Mellon, London Branch, as Paying Agent, as supplemented,
amended and modified from time to time thereafter.



     “February 2011 Senior Secured Indenture” means the Senior Secured Notes Indenture dated as of
February 1, 2011, among the US Issuer I, the US Issuer II, the Luxembourg Issuer, the guarantors
from time to time party thereto, The Bank of New York Mellon, as Trustee, Principal Paying Agent,
Registrar, Transfer Agent and Collateral Agent and The Bank of New York Mellon, London Branch, as
Paying Agent, and Wilmington Trust (London) Limited, as additional Collateral Agent, as
supplemented, amended and modified from time to time thereafter.



26









 





     “February 2011 Senior Secured Notes” means the $1,000.0 million aggregate principal amount of
6.875% Senior Secured Notes due 2021 issued pursuant to the February 2011 Senior Secured Indenture.



     “Financial Assistance Restricted Subsidiary” means any Restricted Subsidiary that is prevented
from being a Senior Secured Note Guarantor due to applicable financial assistance laws; provided
that such Restricted Subsidiary shall become a Senior Secured Note Guarantor upon or as soon as
reasonably practical after (but not later than 90 days after (subject to the expiration of
applicable waiting periods and compliance with applicable laws)) such financial assistance laws no
longer prevent such Restricted Subsidiary from being a Senior Secured Note Guarantor if it would
otherwise be required to be a Senior Secured Note Guarantor pursuant to Section 4.11.



     “Financing Disposition” means any sale, transfer, conveyance or other disposition of inventory
that is equipment used in the product filling process by BP I or any Restricted Subsidiary thereof
to a Person that is not a Subsidiary of BP I or BP II that meets the following conditions:




(1) the Board of Directors of BP I shall have determined in good faith that such
sale, transfer, conveyance or other disposition is in the aggregate economically
fair and reasonable to BP I or, as the case may be, the Restricted Subsidiary in
question;




(2) all sales of such inventory are made at Fair Market Value;




(3) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by BP I);




(4) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of such Person (i) is guaranteed by BP I, BP II or any Restricted
Subsidiary, (ii) is with recourse to or obligates BP I, BP II or any Subsidiary of
BP I or BP II in any way or (iii) subjects any property or asset of BP I, BP II or
any other Subsidiary of BP I or BP II, directly or indirectly, contingently or
otherwise, to the satisfaction thereof;




(5) neither BP I, BP II nor any Restricted Subsidiary has any material contract,
agreement, arrangement or understanding with such Person other than on terms which
BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such
Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of any Issuer; and




(6) neither BP I, BP II nor any other Restricted Subsidiary has any obligation to
maintain or preserve such Person’s financial condition or cause such entity to
achieve certain levels of operating results.



     “First Lien Intercreditor Agreement” means the intercreditor agreement dated as of November 5,
2009, among The Bank of New York Mellon, as Collateral Agent, Credit Suisse, as Representative
under the Credit Agreement, The Bank of New York Mellon, as Representative



27









 




under the 2009 Indenture, each additional Representative from time to time party thereto and
the grantors party thereto, as from time to time amended, supplemented or modified.




     “First Lien Obligations” means (i) all Secured Indebtedness secured by a Lien that has equal
priority with, ranks pari passu with, or is otherwise on parity with, or ranks prior to, ahead of,
or otherwise senior to, the Lien in favor of the Senior Secured Notes, (ii) all other Obligations
(not constituting Indebtedness) of BP I, BP II and the Restricted Subsidiaries under the agreements
governing such Secured Indebtedness described in clause (i) to this definition and (iii) all other
Obligations of BP I, BP II or any Restricted Subsidiaries in respect of Hedging Obligations or
Obligations in respect of cash management services, in each case owing to a Person that is a holder
of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of
such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash
management services.



     “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the
event that BP I, BP II or any Restricted Subsidiaries Incurs, repays, repurchases or redeems any
Indebtedness (other than in the case of revolving credit borrowings or revolving advances in which
case interest expense shall be computed based upon the average daily balance of such Indebtedness
during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred
Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same
had occurred at the beginning of the applicable four-quarter period; provided, however, that the
pro forma calculation of Consolidated Interest Expense shall not give effect to (a) any
Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued on the date of determination
pursuant to Section 4.03(b) and (b) the repayment, repurchase or redemption of any Indebtedness,
Disqualified Stock or Preferred Stock to the extent such repayment, repurchase or redemption
results from the proceeds of Indebtedness, Disqualified Stock or Preferred Stock Incurred or issued
pursuant to Section 4.03(b).



     For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations and consolidations (in each case including the Transactions)
and discontinued operations (as determined in accordance with GAAP), in each case with respect to
an operating unit of a business, and any operational changes that BP I, BP II or any of the
Restricted Subsidiaries has determined to make or made during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with the Calculation Date
(each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and
consolidations (in each case including the Transactions), discontinued operations and operational
changes (and the change of any associated Fixed Charges (calculated in accordance with the proviso
in the prior paragraph) and the change in EBITDA resulting therefrom) had occurred on the first day
of the four-quarter reference period. If since the beginning of such period any Person that
subsequently became a Restricted



28









 




Subsidiary or was merged with or into BP I or BP II or any Restricted Subsidiary since the
beginning of such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation, discontinued operation or operational change, in each case with
respect to an operating unit of a business, that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
thereto for such period as if such Investment, acquisition, disposition, discontinued operation,
merger, consolidation or operational change had occurred at the beginning of the applicable
four-quarter period.




     For purposes of this definition, whenever pro forma effect is to be given to any pro forma
event, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of BP I or BP II. Any such pro forma calculation may include adjustments
appropriate, in the reasonable good faith determination of BP I or BP II as set forth in an
Officers’ Certificate, to reflect operating expense reductions and other operating improvements or
synergies reasonably expected to result from the applicable pro forma event (including, to the
extent applicable, from the Transactions).



     If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (taking into account any Hedging Obligations
applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12
months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of BP I or BP II to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under a
revolving credit facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may
optionally be determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the
rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may
designate.



     “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of:




(1) Consolidated Interest Expense of such Person for such period and




(2) all cash dividend payments (excluding items eliminated in consolidation) on any
series of Preferred Stock or Disqualified Stock of such Person and its Restricted
Subsidiaries.



     “Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is
not a Domestic Subsidiary of such Person.



     “GAAP” means the International Financial Reporting Standards (“IFRS”) as in effect (except as
otherwise provided in this Senior Secured Notes Indenture in relation to financial reports and
other information to be delivered to Holders) on the Reference Date. Except as



29









 




otherwise expressly provided in this Senior Secured Notes Indenture, all ratios and
calculations based on GAAP contained in this Senior Secured Notes Indenture shall be computed in
conformity with GAAP. At any time after the Issue Date, BP I, BP II and the Issuers may elect to
apply generally accepted accounting principles in the United States (“US GAAP”) in lieu of GAAP
and, upon any such election, references herein to GAAP shall thereafter be construed to mean US
GAAP as in effect (except as otherwise provided in this Senior Secured Notes Indenture) on the date
of such election; provided that any such election, once made, shall be irrevocable and that, upon
first reporting its fiscal year results under US GAAP each of BP I, BP II and each of the Issuers
shall restate its financial statements on the basis of US GAAP for the fiscal year ending
immediately prior to the first fiscal year for which financial statements have been prepared on the
basis of US GAAP; provided further, however, that in the event BP I, BP II and the Issuers have
made such an election and are thereafter required by applicable law to apply IFRS in lieu of US
GAAP (or IFRS is a successor to US GAAP) (any such change, a “Required Change”), they shall be
entitled to apply IFRS, and that upon subsequently reporting its fiscal year results on the basis
of IFRS in lieu of US GAAP each of BP I, BP II and each of the Issuers shall restate its financial
statements on the basis of IFRS for the fiscal year ending immediately prior to the fiscal year
after such Required Change. In the event that BP I, BP II and the Issuers are required to make the
Required Change, references herein to GAAP shall be construed to mean IFRS as in effect on the date
of such Required Change. The Issuers shall give notice of election to apply US GAAP or requirement
to apply IFRS to the Trustee and the Holders.




     “Graham Company” means Graham Packaging Company Inc.



     “Graham Holdings” means Graham Packaging Holdings Company, a direct wholly-owned subsidiary of
Graham Company.



     “Graham Packaging” means Graham Packaging Company Inc. and, unless the context otherwise
requires, its subsidiaries.



     “Graham Packaging 2014 Notes” means the 9.875% senior subordinated notes due 2014 issued by
Graham Packaging Company, L.P. and GPC Capital Corp. I, which are wholly-owned subsidiaries of
Graham Packaging.



     “Graham Packaging 2017 Notes” means the 8.25% senior notes due 2017 issued by Graham Packaging
Company, L.P. and GPC Capital Corp. I, which are wholly-owned subsidiaries of Graham Packaging.



     “Graham Packaging 2018 Notes” means the 8.25% senior notes due 2018 issued by Graham Packaging
Company, L.P. and GPC Capital Corp. I, which are wholly-owned subsidiaries of Graham Packaging.



     “Graham Packaging Acquisition” means the acquisition by RGHL of all of the outstanding stock
of Graham Packaging pursuant to the Graham Packaging Acquisition Document.



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     “Graham Packaging Acquisition Document” means the Agreement and Plan of Merger, dated as of
June 17, 2011, among RGHL, Bucephalas Acquisition Corp. and Graham Packaging, as amended as of June
17, 2011.



     “Graham Packaging Change of Control Offers” means Graham Packaging’s offer to purchase each of
the Graham Packaging 2014 Notes, the Graham Packaging 2017 Notes and the Graham Packaging 2018
Notes, as required by the applicable indenture.



     “Graham Packaging Tender Offers” means Graham Packaging’s offer to purchase and consent
solicitations with respect to each of the Graham Packaging 2014 Notes, the Graham Packaging 2017
Notes and the Graham Packaging 2018 Notes in connection with the Graham Packaging Acquisition.



     “Graham Packaging Transactions” means: (i) the offering of the Original Senior Secured Notes
and the Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured Credit
Facilities in connection with the Graham Packaging Acquisition, (iii) the repayment of certain
Graham Packaging indebtedness, including in connection with the Graham Packaging Tender Offers and
the Graham Packaging Change of Control Offers, (iv) the Graham Packaging Acquisition, (v) the
Graham Packaging ITR Payment (as defined in the Offering Circular), (vi) the other transactions
related to the foregoing and (vii) the payment of fees and expenses related to the foregoing.



     “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection or deposit in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness or other obligations.



     “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:




(1) currency exchange, interest rate or commodity swap agreements, currency
exchange, interest rate or commodity cap agreements and currency exchange, interest
rate or commodity collar agreements; and




(2) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange, interest rates or commodity prices.



     “holder”, “Holder”, “noteholder” or “secured noteholder” means the Person in whose name a
Senior Secured Note is registered on the Registrar’s books.



     “IASB” means the International Accounting Standards Board and any other organization or agency
that shall issue pronouncements regarding the application of GAAP.



     “including” means including without limitation.



     “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such person



31









 




becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.




     “Indebtedness” means, with respect to any Person (without duplication):




(1) the principal and premium (if any) of any indebtedness of such Person, whether
or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes,
debentures or similar instruments or letters of credit or bankers’ acceptances (or,
without duplication, reimbursement agreements in respect thereof), (c) representing
the deferred and unpaid purchase price of any property (except (i) any such balance
that constitutes a trade payable or similar obligation to a trade creditor Incurred
in the ordinary course of business and (ii) any earn-out obligations until such
obligation becomes a liability on the balance sheet of such Person in accordance
with GAAP), (d) in respect of Capitalized Lease Obligations or (e) representing any
Hedging Obligations, if and to the extent that any of the foregoing indebtedness
(other than letters of credit and Hedging Obligations) would appear as a liability
on a balance sheet (excluding the footnotes thereto) of such Person prepared in
accordance with GAAP;




(2) to the extent not otherwise included, any obligation of such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations referred to
in clause (1) of another Person (other than by endorsement of negotiable instruments
for collection in the ordinary course of business);




(3) to the extent not otherwise included, Indebtedness of another Person secured by
a Lien on any asset owned by such Person (whether or not such Indebtedness is
assumed by such Person); provided, however, that the amount of such Indebtedness
will be the lesser of: (a) the Fair Market Value of such asset at such date of
determination and (b) the amount of such Indebtedness of such other Person; and




(4) to the extent not otherwise included, with respect to BP I, BP II and the
Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received
by, and available for use by, BP I, BP II or any Restricted Subsidiaries) under any
Receivables Financing (as set forth in the books and records of BP I, BP II or any
Restricted Subsidiary and confirmed by the agent, trustee or other representative of
the institution or group providing such Receivables Financing) to the extent there
is recourse to BP I, BP II or the Restricted Subsidiaries (as that term is
understood in the context of recourse and non-recourse receivable financings);


provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(1) Contingent Obligations Incurred in the ordinary course of business and not in respect of
borrowed money; (2) deferred or prepaid revenues or marketing fees; (3) purchase price holdbacks in
respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed
obligations of the respective seller; (4) Obligations under or in respect of Qualified Receivables
Financing; (5) obligations under the Acquisition Documents, the Reynolds Acquisition Documents, the
Evergreen Acquisition Documents, the Pactiv Acquisition




32









 







Document, the Dopaco Acquisition Document
or the Graham Packaging Acquisition Document; or (6) Subordinated Shareholder Funding.




     Notwithstanding anything in this Senior Secured Notes Indenture to the contrary, Indebtedness
shall not include, and shall be calculated without giving effect to, the effects of
Statement of Financial Accounting Standards No. 133 and related interpretations to the extent
such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under
this Senior Secured Notes Indenture as a result of accounting for any embedded derivatives created
by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness
under this Senior Secured Notes Indenture but for the application of this sentence shall not be
deemed an Incurrence of Indebtedness under this Senior Secured Notes Indenture.



     “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant, in each case of nationally recognized standing, that is, in the good faith
determination of the Issuers, qualified to perform the task for which it has been engaged.



     “Initial Purchasers” means Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



     “Investment Grade Securities” means:




(1) securities issued or directly and fully guaranteed or insured by the US, U.K.,
Canadian, Swiss or Japanese government or any member state of the European Monetary
Union or any agency or instrumentality thereof (other than Cash Equivalents);




(2) securities that have a rating equal to or higher than Baa3 (or equivalent) by
Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating
Agency, but excluding any debt securities or loans or advances between and among BP
I, BP II and their respective Subsidiaries;




(3) investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash
pending investment or distribution; and




(4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding
two years from the date of acquisition.



     “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital
contributions (excluding accounts receivable, trade credit and advances to customers in the
ordinary course of business and commission, travel and similar advances to officers, employees




33











 




and consultants made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by any other Person and
investments that are required by GAAP to be classified on the balance sheet of BP I or BP II in the
same manner as the other investments included in this definition to the extent such transactions
involve the transfer of cash or other property. For purposes of the definition of “Unrestricted
Subsidiary” and Section 4.04:





(1) “Investments” shall include the portion (proportionate to BP I’s or BP II’s
equity interest in such Subsidiary) of the Fair Market Value of the net assets of a
Subsidiary at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, BP I or BP II, as applicable, shall be deemed to continue to
have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if
positive) equal to:




     (a) BP I’s or BP II’s “Investment” in such Subsidiary at the time of such
redesignation; less




     (b) the portion (proportionate to BP I’s or BP II’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the
time of such redesignation; and




(2) any property transferred to or from an Unrestricted Subsidiary shall be valued
at its Fair Market Value at the time of such transfer, in each case as determined in
good faith by the Board of Directors of each Issuer.



     “Issue Date” means August 9, 2011, the date on which the Original Senior Secured Notes are
issued.



     “June 2007 Transactions” means the Acquisition and the transactions related thereto (including
the transactions contemplated in that certain Memorandum on Structure dated as of May 11, 2007,
prepared by Deloitte & Touche), including borrowings under the 2007 Credit Agreement then in
effect, the borrowings under a senior subordinated bridge loan and the refinancing of such senior
subordinated bridge loan and partial prepayment of the 2007 Credit Agreement with the proceeds of
the issuance of the 2007 Senior Notes and the 2007 Senior Subordinated Notes, and the contribution
(through holding companies of RGHL) by Rank and certain other investors arranged by Rank of common
equity, preferred equity or Subordinated Shareholder Funding to BP I and BP II.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or other title retention
agreement or any lease in the nature thereof); provided that in no event shall an operating lease
be deemed to constitute a Lien.



     “Local Facility” means a working capital facility provided to a Subsidiary of RGHL by a Local
Facility Provider in respect of which a Local Facility Certificate has been delivered, and not
cancelled, under the terms of (and as such term is defined in) the 2007 UK Intercreditor



34









 




Agreement and the First Lien Intercreditor Agreement and which constitutes a “Secured Local
Facility” as defined in the Credit Agreement Documents.




     “Local Facility Agreement” means the agreement under which a Local Facility is made available.



     “Local Facility Provider” means a lender or other bank or financial institution that has
acceded to the First Lien Intercreditor Agreement, as applicable, and the 2007 UK Intercreditor
Agreement as a provider of a Local Facility.



     “Luxembourg Issuer” means Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public
limited liability company) organized under the laws of Luxembourg, having its registered office at
6C, rue Gabriel Lippman, L-5364 Munsbach, Grand Duchy of Luxembourg.



     “Management Group” means the group consisting of the directors, executive officers and other
management personnel of BP I, BP II or any direct or indirect parent of BP I or BP II, as the case
may be, on the Reference Date together with (1) any new directors whose election by such boards of
directors or whose nomination for election by the shareholders of BP I, BP II or any direct or
indirect parent of BP I or BP II, as applicable, was approved by a vote of a majority of the
directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable, then
still in office who were either directors on the Reference Date or whose election or nomination was
previously so approved and (2) executive officers and other management personnel of BP I, BP II or
any direct or indirect parent of BP I or BP II, as applicable, hired at a time when the directors
on the Reference Date together with the directors so approved constituted a majority of the
directors of BP I, BP II or any direct or indirect parent of BP I or BP II, as applicable.



     “May 2010 Indenture” means the indenture dated as of May 4, 2010, among Reynolds Group Issuer
LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., The Bank of New York
Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New York
Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to time
thereafter.



     “May 2010 Notes” means the $1,000.0 million aggregate principal amount of 8.5% Senior Notes
due 2018 issued pursuant to the May 2010 Indenture.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.



     “Net Proceeds” means the aggregate cash proceeds received by BP I, BP II or any Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in
respect of or upon the sale or other disposition of any Designated Non-cash Consideration received
in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received, but excluding (i)
the assumption by the acquiring person of Indebtedness relating to the disposed assets or other
consideration received in any other non-cash form and (ii) the aggregate cash proceeds received by
BP I, BP II or any Restricted Subsidiaries in respect of the sale of any Non-Strategic Land since
the Reference Date in an aggregate amount of up to €25.0 million), net of the direct costs relating
to such Asset Sale and the sale or disposition of such



35









 




Designated Non-cash Consideration (including, without limitation, legal, accounting and
investment banking fees, and brokerage and sales commissions), any relocation expenses Incurred as
a result thereof, taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements related thereto), amounts
required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness
required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction and
any deduction of appropriate amounts to be provided by BP I or BP II as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed in such transaction and
retained by BP I or BP II after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with such transaction.




     “Net Profit” means, with respect to any Person, the Net Profit (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.



     “Non-Strategic Land” means (a) the investment properties in which BP II, BP I or their
respective Subsidiaries had an interest at the Reference Date which are a proportion of the real
property owned by SIG Combibloc GmbH located at Linnich & Wittenberg in Germany, real property
owned by SIG Finanz AG (which was absorbed by SIG Combibloc Group AG (formerly SIG Holding AG) by
means of a merger effective as of June 15, 2010) located at Newcastle in England, real property
owned by SIG Moldtec GmbH & Co. KG, real property owned by SIG Schweizerische
Industrie-Gesellschaft AG and located at Neuhausen in Switzerland, Beringen in Switzerland, Rafz in
Switzerland, Ecublens in Switzerland and Romanel in Switzerland, real property owned by SIG
Combibloc Group AG (formerly SIG Holding AG) located in Beringen in Switzerland, real property
owned by SIG Euro Holding AG & Co. KG aA located at Waldshut-Tiengen in Germany and real property
owned by SIG Real Estate GmbH & Co. KG located at Neunkirchen in Germany and (b) other properties
in which BP II, BP I or their respective Subsidiaries have an interest from time to time and which
is designated by BP II in an Officers’ Certificate delivered to the Trustee as not required for the
ongoing business operations of BP II, BP I and their respective Subsidiaries.



     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to letters of credit and
bankers’ acceptances), damages and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Senior Secured Notes shall not include
fees or indemnifications in favor of the Trustee and other third parties other than the holders of
the Senior Secured Notes.



     “Obligor” means any Issuer or a Senior Secured Note Guarantor.



     “October 2010 Security Documents” means those agreements or other instruments entered into
pursuant to which security interests in the Collateral (as defined in the October 2010 Senior
Secured Indenture) are granted to secure the October 2010 Senior Secured Notes and the guarantees
thereof.



36









 





     “October 2010 Senior Indenture” means the Senior Notes Indenture dated as of October 15, 2010,
among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank
of New York Mellon as Trustee, Principal Paying Agent, Transfer Agent and Registrar and The Bank of
New York Mellon, London Branch as Paying Agent, as supplemented, amended and modified from time to
time thereafter.



     “October 2010 Senior Notes” means the $1,500.0 million aggregate principal amount of 9.000%
Senior Notes due 2019 issued pursuant to the October 2010 Senior Indenture.



     “October 2010 Senior Secured Indenture” means the Senior Secured Notes Indenture dated as of
October 15, 2010, among RGHL US Escrow I LLC, RGHL US Escrow I Inc., RGHL Escrow Issuer
(Luxembourg) I S.A., The Bank of New York Mellon as Trustee, Principal Paying Agent, Transfer
Agent, Collateral Agent and Registrar, Wilmington Trust (London) Limited as Additional Collateral
Agent and The Bank of New York Mellon, London Branch as Paying Agent, as supplemented, amended and
modified from time to time thereafter.



     “October 2010 Senior Secured Notes” means the $1,500.0 million aggregate principal amount of
7.125% Senior Secured Notes due 2019 issued pursuant to the October 2010 Senior Secured Indenture.



     “Offer” means the public tender offer by RGHL for all publicly held Target Shares.



     “Offer Prospectus” means the prospectus dated December 22, 2006 and the amendments to the
prospectus dated February 2, 2007 and March 13, 2007 as published in the Swiss national press.



     “Offering Circular” means the Offering Circular dated July 26, 2011, with respect to the
Senior Notes and the Senior Secured Notes.



     “Officer” of any Person means the Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary of such Person or any other person that the board of
directors of such person shall designate for such purpose.



     “Officers’ Certificate” means a certificate signed on behalf of BP I or, if otherwise
specified, an Issuer, by two Officers of BP I or an Issuer, as applicable, or of a Subsidiary or
parent of BP I or an Issuer, as applicable, that is designated by BP I or an Issuer, as applicable,
one of whom must be the principal executive officer, the principal financial officer, the
treasurer, the principal accounting officer or similar position of BP I or the Issuers, as
applicable, or such Subsidiary or parent that meets the requirements set forth in this Senior
Secured Notes Indenture and is in form and substance satisfactory to the Trustee.



     “Opinion of Counsel” means a written opinion addressed to the Trustee from legal counsel in
form and substance satisfactory to the Trustee. The counsel may be an employee of or counsel to BP
I or BP II or the Issuers.



     “Pactiv” means Pactiv Corporation, a Delaware corporation.



37









 





     “Pactiv 2012 Notes” means Pactiv’s 5.875% Notes due 2012.



     “Pactiv 2018 Notes” means Pactiv’s 6.400% Notes due 2018.



     “Pactiv Acquisition” means the acquisition by RGHL, through its wholly owned subsidiary
Reynolds Acquisition Corporation, of all of the outstanding stock of Pactiv pursuant to the Pactiv
Acquisition Document.



     “Pactiv Acquisition Document” means the Agreement and Plan of Merger dated as of August 16,
2010, among Rank Group Limited, RGHL, Reynolds Acquisition Corporation and Pactiv.



     “Pactiv Base Indenture” means the indenture dated as of September 29, 1999, between Tenneco
Packaging Inc. and The Bank of New York Mellon, N.A. (as successor in interest to The Chase
Manhattan Bank), as Trustee, as supplemented, amended and modified from time to time thereafter.



     “Pactiv Change of Control Offer” means Pactiv’s offer to purchase the Pactiv 2012 Notes, as
required by the applicable indenture in connection with the Pactiv Acquisition.



     “Pactiv Equity Contribution” means the cash contributed by Rank Group Limited to RGHL as part
of the Pactiv Acquisition.



     “Pactiv Tender Offer” means Pactiv’s offer to purchase and consent solicitations with respect
to the Pactiv 2018 Notes in connection with the Pactiv Acquisition.



     “Pactiv Transactions” means: (i) the offering of the October 2010 Senior Secured Notes and the
October 2010 Senior Notes, (ii) the incremental term loan borrowings under the Senior Secured
Credit Facilities in connection with the Pactiv Acquisition, (iii) the repayment of certain Pactiv
indebtedness including the partial repayment of the Pactiv 2012 Notes and Pactiv 2018 Notes in
connection with the Pactiv Tender Offer and Pactiv Change of Control Offer, (iv) the Pactiv
Acquisition, (v) the Pactiv Equity Contribution, (vi) the other transactions related to the
foregoing and (vii) the payment of fees and expenses related to the foregoing.



     “Permitted Holders” means, at any time, each of (i) Rank, (ii) the Management Group and (iii)
any Person acting in the capacity of an underwriter in connection with a public or private offering
of Capital Stock of BP I or BP II or any of their Affiliates. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of
Control Offer is made in accordance with the requirements of this Senior Secured Notes Indenture
will thereafter, together with its Affiliates, constitute an additional Permitted Holder.



     “Permitted Investments” means:




(1) any Investment in BP I, BP II or any Restricted Subsidiary;




(2) any Investment in Cash Equivalents or Investment Grade Securities;



38









 




(3) any Investment by BP I, BP II or any Restricted Subsidiary in a Person,
including in the Equity Interests of such Person, if as a result of such Investment
(a) such Person becomes a Restricted Subsidiary or (b) such Person, in one
transaction or a series of related transactions, is merged, consolidated or
amalgamated with or into, or transfers or conveys all or Substantially All of its
assets to, or is liquidated into, BP I, BP II or a Restricted Subsidiary;



(4) any Investment in securities or other assets not constituting Cash Equivalents
and received in connection with an Asset Sale made pursuant to Section 4.06 or any
other disposition of assets not constituting an Asset Sale;



(5) any Investment existing on, or made pursuant to binding commitments existing on,
the Issue Date or an Investment consisting of any extension, modification or renewal
of any Investment existing on the Issue Date; provided that the amount of any such
Investment only may be increased as required by the terms of such Investment as in
existence on the Issue Date;



(6) advances to officers, directors or employees, taken together with all other
advances made pursuant to this clause (6), not to exceed 0.25% of Total Assets at
any one time outstanding;



(7) any Investment acquired by BP I, BP II or any of the Restricted Subsidiaries (a)
in exchange for any other Investment or accounts receivable held by BP I, BP II or
any such Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other Investment
or accounts receivable, (b) as a result of a foreclosure by BP I, BP II or any
Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default, (c) as a result of the
settlement, compromise or resolution of litigation, arbitration or other disputes
with Persons who are not Affiliates or (d) in settlement of debts created in the
ordinary course of business;



(8) Hedging Obligations permitted under Section 4.03(b)(x);



(9) any Investment by BP I, BP II or any Restricted Subsidiaries in a Similar
Business having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (9) that are at that time outstanding, not
to exceed 3.25% of Total Assets at the time of such Investment (with the Fair Market
Value of each Investment being measured at the time made and without giving effect
to subsequent changes in value); provided, however, that if any Investment pursuant
to this clause (9) is made in any Person that is not a Restricted Subsidiary at the
date of the making of such Investment and such Person becomes a Restricted
Subsidiary after such date, such Investment shall thereafter be deemed to have been
made pursuant to clause (1) above and shall cease to have been made pursuant to this
clause (9) for so long as such Person continues to be a Restricted Subsidiary;







39









 







(10) additional Investments by BP I, BP II or any Restricted Subsidiaries having an
aggregate Fair Market Value, taken together with all other Investments made pursuant
to this clause (10) that are at that time outstanding (after giving effect to the
sale or other transfer of an Unrestricted Subsidiary to the extent the proceeds of
such sale received by BP I, BP II and the Restricted Subsidiaries consists of cash
and Cash Equivalents), not to exceed 1.0% of Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time
made and without giving effect to subsequent changes in value); provided, however,
that if any Investment pursuant to this clause (10) is made in any Person that is
not a Restricted Subsidiary at the date of the making of such Investment and such
Person becomes a Restricted Subsidiary after such date, such Investment shall
thereafter be deemed to have been made pursuant to clause (1) above and shall cease
to have been made pursuant to this clause (10) for so long as such Person continues
to be a Restricted Subsidiary;



(11) loans and advances to officers, directors or employees for business-related
travel expenses, moving expenses and other similar expenses, in each case Incurred
in the ordinary course of business or consistent with past practice or to fund such
person’s purchase of Equity Interests of BP I, BP II or any direct or indirect
parent of BP I or BP II;



(12) Investments the payment for which consists of Equity Interests or Subordinated
Shareholder Funding of BP I or BP II (other than Disqualified Stock) or any direct
or indirect parent of BP I or BP II, as applicable; provided, however, that such
Equity Interests will not increase the amount available for Restricted Payments
under clauses (2) and (3) of the definition of Cumulative Credit;



(13) any transaction to the extent it constitutes an Investment that is permitted by
and made in accordance with the provisions of Section 4.07(c) (except transactions
described in clauses (ii), (vi), (vii) and (xi)(B) of Section 4.07(c));



(14) Investments consisting of the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons;



(15) guarantees issued in accordance with Section 4.03 and Section 4.11;



(16) Investments consisting of or to finance purchases and acquisitions of
inventory, supplies, materials, services or equipment or purchases of contract
rights or licenses or leases of intellectual property;



(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Financing,
including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Receivables Financing or any related
Indebtedness; provided, however, that any Investment in a



40









 








Receivables Subsidiary is in the form of a Purchase Money Note, contribution of
additional receivables or an equity interest;




(18) any Investment in an entity or purchase of a business or assets in each case
owned (or previously owned) by a customer of a Restricted Subsidiary as a condition
or in connection with such customer (or any member of such customer’s group)
contracting with a Restricted Subsidiary, in each case in the ordinary course of
business;




(19) any Investment in an entity which is not a Restricted Subsidiary to which a
Restricted Subsidiary sells accounts receivable pursuant to a Receivables Financing;




(20) Investments of a Restricted Subsidiary acquired after the Issue Date or of an
entity merged into, amalgamated with, or consolidated with BP I, BP II or a
Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after
the Issue Date to the extent that such Investments were not made in contemplation of
such acquisition, merger, amalgamation or consolidation and were in existence on the
date of such acquisition, merger, amalgamation or consolidation;




(21) guarantees by BP I, BP II or any Restricted Subsidiaries of operating leases
(other than Capitalized Lease Obligations), trademarks, licenses, purchase
agreements or of other obligations that do not constitute Indebtedness, in each case
entered into by BP I, BP II or any Restricted Subsidiary in the ordinary course of
business consistent with past practice;




(22) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) that are otherwise a Permitted
Lien or made in connection with a Permitted Lien; and




(23) any Indebtedness permitted under Section 4.03(b)(xxv).



     “Permitted Liens” means, with respect to any Person:




(1) pledges or deposits by such Person under workmen’s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or US government
bonds to secure surety or appeal bonds to which such Person is a party, or deposits
as security for contested taxes or import duties or for the payment of rent, in each
case Incurred in the ordinary course of business;




(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet overdue by more than 60 days or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with
an appeal or other proceedings for review;



41









 






(3) Liens for taxes, assessments or other governmental charges not yet due or
payable or subject to penalties for non-payment or which are being contested in good
faith by appropriate proceedings and for which there are adequate reserves set aside
in accordance with GAAP or the non-payment of which in the aggregate would not
reasonably be expected to have a material adverse effect on the Issuers, RGHL and
the Restricted Subsidiaries taken as a whole;




(4) Liens (i) required by any regulatory or government authority or (ii) in favor of
issuers of performance and surety bonds or bid bonds or letters of credit or
completion guarantees issued pursuant to the request of and for the account of such
Person in the ordinary course of its business;




(5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to
the use of real properties or Liens incidental to the conduct of the business of
such Person or to the ownership of its properties Incurred in the ordinary course of
business and title defects or irregularities that are of a minor nature and which do
not in the aggregate materially impair the operation of the business of such Person;




(6) (i) Liens securing an aggregate principal amount of First Lien Obligations not
to exceed the maximum principal amount of First Lien Obligations that, as of the
date such First Lien Obligations were Incurred, and after giving effect to the
Incurrence of such First Lien Obligations and the application of proceeds therefrom
on such date, would not cause the Senior Secured First Lien Leverage Ratio of BP I
and BP II on a combined basis to exceed 3.50 to 1.00, (ii) Liens securing an
aggregate principal amount of First Lien Obligations not to exceed $500.0 million,
(iii) Liens securing Indebtedness Incurred pursuant to Section 4.03(b)(i); (iv)
Liens securing the 2009 Notes (or any guarantees thereof), (v) Liens securing the
October 2010 Senior Secured Notes (or any guarantees thereof), (vi) Liens securing
the February 2011 Senior Secured Notes (or any guarantees thereof), (vii) Liens
securing the Senior Secured Notes (or any guarantees thereof), (viii) Liens securing
Indebtedness Incurred pursuant to Section 4.03(b)(iv), (ix) Liens securing the 2007
Notes (or any guarantees thereof) as in effect on the Issue Date and any Lien that
replaces the Lien in existence on the Issue Date so long as such replacement Lien is
in respect of the same property as the Lien in existence on the Issue Date; and (x)
Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03;
provided, however, that such Lien is junior to, ranks behind or is otherwise
subordinated to the Lien securing the Senior Secured Notes pursuant to an Additional
Intercreditor Agreement on terms not less favorable to the noteholders, the
Collateral Agent and the Trustee than in the 2007 UK Intercreditor Agreement;




(7) Liens existing on the Issue Date (other than Liens described in clause (6));



42









 






(8) Liens on assets, property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, that such Liens are not created or Incurred
in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided further, however, that such Liens may not extend to any other
property owned by BP I, BP II or any Restricted Subsidiary;




(9) Liens on assets or property at the time BP I, BP II or a Restricted Subsidiary
acquired the assets or property, including any acquisition by means of a merger,
amalgamation or consolidation with or into BP I, BP II or any Restricted Subsidiary;
provided, however, that such Liens are not created or Incurred in connection with,
or in contemplation of, such acquisition; provided further, however, that the Liens
may not extend to any other property owned by BP I, BP II or any Restricted
Subsidiary;




(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary
owing to BP I, BP II or another Restricted Subsidiary permitted to be Incurred in
accordance with Section 4.03;




(11) Liens securing Hedging Obligations not Incurred in violation of this Senior
Secured Notes Indenture; provided that with respect to Hedging Obligations relating
to Indebtedness, such Lien extends only to the property securing such Indebtedness;




(12) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;




(13) leases, subleases, licenses and sublicenses of real property which do not
materially interfere with the ordinary conduct of the business of BP I, BP II or any
Restricted Subsidiaries;




(14) Liens on assets or property of BP I, BP II or any Restricted Subsidiary
securing the Senior Secured Notes or any Senior Secured Note Guarantees;




(15) Liens in favor of BP I, BP II or any Senior Secured Note Guarantor;




(16) Liens (i) on accounts receivable and related assets of the type specified in
the definition of “Receivables Financing” Incurred in connection with a Qualified
Receivables Financing and (ii) on inventory that is equipment used in the product
filling process Incurred in connection with a Financing Disposition;




(17) deposits made in the ordinary course of business to secure liability to
insurance carriers;




(18) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity
Interests of joint ventures securing obligations of such joint ventures;



43









 






(19) grants of software and other technology licenses in the ordinary course of
business;




(20) Liens to secure any refinancing, refunding, extension, renewal or replacement
(or successive refinancings, refundings, extensions, renewals or replacements) as a
whole, or in part, of any Indebtedness secured by any Lien referred to in clauses
(6) (other than clause (6)(ix)), (7), (8), (9), (10), (15) and (20); provided,
however, that (x) such new Lien shall be limited to all or part of the same property
(including any after acquired property to the extent it would have been subject to a
Lien in respect of the Indebtedness being refinanced, refunded, extended, renewed or
replaced) that secured the original Lien as in effect immediately prior to the
refinancing, refunding, extension, renewal or replacement of the Indebtedness
secured by such Lien (plus improvements on such property), (y) the Indebtedness
secured by such Lien at such time is not increased to any amount greater than the
sum of (A) the outstanding principal amount or, if greater, committed amount of the
Indebtedness described under clauses (6) (other than clause (6)(ix)), (7), (8), (9),
(10), (15) and (20) at the time the original Lien became a Permitted Lien under this
Senior Secured Notes Indenture and (B) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension,
renewal or replacement and (z) such new Lien shall not have priority over, rank
ahead of, or otherwise be senior pursuant to any intercreditor agreement to the
original Lien securing the Indebtedness being refinanced, refunded, extended,
renewed or replaced; provided further, however, that in the case of any Liens to
secure any refinancing, refunding, extension, renewal or replacement of Indebtedness
secured by a Lien referred to in any of clauses (6) (other than clause (6)(ix)),
(7), (8), (9) or (10), the principal amount of any Indebtedness Incurred for such
refinancing, refunding, extension, renewal or replacement shall be deemed secured by
a Lien under such original clause and not this clause (20) for purposes of
determining the principal amount of Indebtedness outstanding under clause 6(i);




(21) Liens on equipment of BP I, BP II or any Restricted Subsidiary granted in the
ordinary course of business to BP I’s, BP II’s or such Restricted Subsidiary’s
client at which such equipment is located;




(22) judgment and attachment Liens not giving rise to an Event of Default and
notices of lis pendens and associated rights related to litigation being contested
in good faith by appropriate proceedings and for which adequate reserves have been
made;




(23) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of business;




(24) Liens arising by virtue of any statutory or common law provisions relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depository or financial institution;



44









 






(25) any interest or title of a lessor under any Capitalized Lease Obligation;




(26) any encumbrance or restriction (including put and call arrangements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant to any
joint venture or similar agreement;




(27) Liens Incurred to secure cash management services or to implement cash pooling
arrangements in the ordinary course of business;




(28) other Liens securing obligations Incurred in the ordinary course of business
which obligations do not exceed $30.0 million at any one time outstanding;




(29) Liens arising from Uniform Commercial Code filings regarding operating leases
entered into by BP I, BP II and the Restricted Subsidiaries in the ordinary course
of business;




(30) Liens on securities that are the subject of repurchase agreements constituting
Cash Equivalents; and




(31) Liens on property or assets under construction (and related rights) in favor of
a contractor or developer or arising from progress or partial payments by a third
party relating to such property or assets prior to completion.



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



     “Pre-Announcement” means the pre-announcement of the Offer pursuant to Article 7 et seq. TOO
(Voranmeldung) as published by electronic media on 19 December 2006 and in the print media on 21
December 2006.



     “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or
upon liquidation, dissolution, or winding-up.



     “Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar
debt securities issued in (a) a public offering registered under the Securities Act or (b) a
private placement to institutional investors that is underwritten for resale in accordance with
Rule 144A or Regulation S of such Act, whether or not it includes registration rights entitling the
holders of such debt securities to registration thereof with the SEC. The term “Public Debt” (i)
shall not include the Senior Secured Notes (or any Additional Senior Secured Notes) and (ii) for
the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional
investors in a direct placement of such Indebtedness that is not underwritten by an intermediary
(it being understood that, without limiting the foregoing, a financing that is distributed to not
more than 10 Persons (provided that multiple managed accounts and affiliates of any such Persons
shall be treated as one Person for the purposes of this definition) shall be deemed not to be
underwritten), or any commercial bank or similar Indebtedness, Capitalized Lease Obligation or
recourse transfer of any financial asset or any other type of Indebtedness Incurred in a manner not
customarily viewed as a “securities offering.”



45









 





     “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of
credit, which may be irrevocable, from BP I, BP II or any of their respective Subsidiaries to a
Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended
to finance that portion of the purchase price that is not paid by cash or a contribution of equity.



     “Qualified Receivables Financing” means any Receivables Financing that meets the following
conditions:




(1) the Board of Directors of BP I or BP II shall have determined in good faith that
such Qualified Receivables Financing (including financing terms, covenants,
termination events and other provisions) is in the aggregate economically fair and
reasonable to BP I or BP II or, as the case may be, the Subsidiary in question;




(2) all sales of accounts receivable and related assets are made at Fair Market
Value; and




(3) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Issuers) and may include
Standard Securitization Undertakings.



     The grant of a security interest in any accounts receivable of BP I, BP II or any of their
respective Subsidiaries (other than a Receivables Subsidiary or the Subsidiary undertaking such
Receivables Financing) to secure Indebtedness under the Credit Agreement, Indebtedness in respect
of the Senior Secured Notes or any Refinancing Indebtedness with respect to the Senior Secured
Notes shall not be deemed a Qualified Receivables Financing.



     “Rank” means (i) Mr. Graeme Richard Hart (or his estate, heirs, executor, administrator or
other personal representative, or any of his immediate family members or any trust, fund or other
entity which is controlled by his estate, heirs or any of his immediate family members), and any of
his or their Affiliates (each a “Rank Party”) and (ii) any Person that forms a group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)
with any Rank Party; provided that in the case of (ii) (x) any Rank Party owns a majority of the
voting power of the Voting Stock of BP I and BP II or any direct or indirect parent of BP I or BP
II, as applicable, (y) no other Person has beneficial ownership of any of the Voting Stock included
in determining whether the threshold set forth in clause (x) has been satisfied and (z) any Rank
Party controls a majority of the Board of Directors of each of BP I and BP II or any direct or
indirect parent of BP I or BP II, as applicable.



     “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Senior Secured Notes for reasons outside of the Issuers’ control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act selected by the Issuers or any direct or indirect parent of an Issuer as a replacement agency
for Moody’s or S&P, as the case may be.



     “Receivables Fees” means distributions or payments made directly or by means of discounts with
respect to any participation interests issued or sold in connection with, and all



46









 




other fees paid to a Person that is not a Restricted Subsidiary in connection with, any
Receivables Financing.




     “Receivables Financing” means any transaction or series of transactions that may be entered
into by BP I, BP II or any of their respective Subsidiaries pursuant to which BP I, BP II or any of
their respective Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables
Subsidiary or (b) any other Person, or may grant a security interest in, any accounts receivable
(whether now existing or arising in the future) of BP I, BP II or any of their respective
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable and any Hedging Obligations entered
into by BP I, BP II or any such Subsidiary in connection with such accounts receivable.



     “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a
representation, warranty or covenant or otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a
result of any action taken by, any failure to take action by or any other event relating to the
seller.



     “Receivables Subsidiary” means a Wholly Owned Subsidiary of BP I or BP II (or another Person
formed for the purposes of engaging in Qualified Receivables Financing with BP I or BP II in which
BP I or BP II or any of Subsidiary of BP I or BP II makes an Investment and to which BP I, BP II or
any Restricted Subsidiary transfers accounts receivable and related assets) that engages in no
activities other than in connection with the financing of accounts receivable of BP I, BP II and
their respective Subsidiaries, all proceeds thereof and all rights (contractual or other),
collateral and other assets relating thereto, and any business or activities incidental or related
to such business, and that is designated by the Board of Directors of each of the Issuers (as
provided below) as a Receivables Subsidiary and:




     (a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (i) is guaranteed by BP I, BP II or any Restricted Subsidiary
(excluding guarantees of obligations (other than the principal of and interest on
Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is with
recourse to or obligates BP I, BP II or any Subsidiary of BP I or BP II in any way
other than pursuant to Standard Securitization Undertakings or (iii) subjects any
property or asset of BP I, BP II or any other Subsidiary of BP I or BP II, directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings;




     (b) with which neither BP I, BP II nor any other Restricted Subsidiary has any
material contract, agreement, arrangement or understanding other than on terms which
BP I or BP II reasonably believes to be no less favorable to BP I, BP II or such
Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of any Issuer; and



47









 






     (c) to which neither BP I, BP II nor any other Restricted Subsidiary has any
obligation to maintain or preserve such entity’s financial condition or cause such
entity to achieve certain levels of operating results.



     Any such designation by the Board of Directors of each of the Issuers shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors
of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the foregoing conditions.



     “Reference Date” means June 29, 2007.



     “Representative” means the trustee, agent or representative (if any) for any Indebtedness;
provided that if, and for so long as, any Indebtedness lacks such a Representative, then the
Representative for such Indebtedness shall at all times constitute the holder or holders of a
majority in outstanding principal amount of obligations under such Indebtedness.



     “Restricted Cash” means cash and Cash Equivalents held by BP I, BP II or any Restricted
Subsidiaries that are contractually restricted from being distributed or otherwise paid to any
Issuer or not available for general corporate purposes, except for such restrictions that are
contained in agreements governing Indebtedness permitted under this Senior Secured Notes Indenture.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other
than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Senior Secured
Notes Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of
each of BP I and BP II.



     “Reynolds 2008 Credit Agreement” means the Senior Secured Facilities Agreement dated February
21, 2008, among Reynolds Packaging Group (NZ) Limited, Closure Systems International Holdings Inc.,
Closure Systems International B.V., Reynolds Consumer Products Holdings Inc. and Reynolds Treasury
(NZ) Limited, as borrowers, the Lenders party thereto, Australia and New Zealand Banking Group
Limited, BOS International (Australia) Limited, Calyon Australia Limited and Credit Suisse, as
joint lead arrangers and underwriters, and Credit Suisse as facility agent and security trustee, as
amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time, including any agreement or indenture extending the maturity thereof,
refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such
agreement or agreements or indenture or indentures or any successor or replacement agreement or
agreements or indenture or indentures or increasing the amount loaned or issued thereunder (subject
to compliance with the Sections 4.03 and 4.12) or altering the maturity thereof.



     “Reynolds Acquisition” means collectively (a) the acquisition by BP III of all the Equity
Interests of each of Closure Systems International (Luxembourg) S.à r.l and Reynolds Consumer
Products (Luxembourg) S.à r.l and (b) the acquisition by Reynolds Group Holdings Inc., a direct



48









 




wholly-owned subsidiary of BP III, of all the Equity Interests of Reynolds Consumer Products
Holdings Inc.




     “Reynolds Acquisition Documents” means the (i) Stock Purchase Agreement, dated as of October
15, 2009, by and among BP III, Reynolds Group Holdings Inc., a direct wholly-owned subsidiary of BP
III, and Reynolds Consumer Products (NZ) Limited, a New Zealand company and (ii) Stock Purchase
Agreement, dated as of October 15, 2009, by and between BP III and Closure Systems International
(NZ) Limited, a New Zealand company, and any other document entered into in connection therewith,
in each case as amended, supplemented or modified from time to time prior to November 5, 2009.



     “Reynolds Foodservice Acquisition” means, collectively, (a) the acquisition by Reynolds Group
Holdings, Inc., a direct wholly owned subsidiary of BP III, of all of the Equity Interests of
Reynolds Packaging Inc., (b) the acquisition by Closure Systems International B.V., an indirect
wholly owned subsidiary of BP III, of all of the Equity Interests of Reynolds Packaging
International B.V., together with a minority interest in Reynolds Metals Company de Mexico S. de
R.L. de C.V., from an affiliated entity, that along with Reynolds Group Holdings Inc. and Closure
Systems International B.V., is beneficially owned by Mr. Graeme Richard Hart.



     “Reynolds Foodservice Acquisition Document” means the Stock Purchase Agreement dated as of
September 1, 2010, among BP III, Reynolds Group Holdings Inc., Closure Systems International B.V.
and Reynolds Packaging (NZ) Limited.



     “Reynolds Foodservice Transactions” means the Reynolds Foodservice Acquisition and the
transactions related thereto.



     “Reynolds Transactions” means the Reynolds Acquisition and the transactions related thereto
(including the transactions contemplated in that certain Steps Plan and Structure Chart dated
November 3, 2009, prepared by RGHL), including the repayment of the Reynolds 2008 Credit Agreement,
the issuance and guarantee of, and granting of security in relation to, the 2009 Notes, the
entering into and borrowings and guarantees under, and granting of security in relation to, the
Senior Secured Credit Facilities, the amendment to the 2007 UK Intercreditor Agreement, entry into
the First Lien Intercreditor Agreement and the contribution by RGHL of funds in return for common
equity of BP I.



     “RGHL” means Reynolds Group Holdings Limited.



     “RP Reference Date” means November 5, 2009.



     “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired by BP I, BP II or a Restricted Subsidiary whereby BP I, BP II or a Restricted Subsidiary
transfers such property to a Person and BP I, BP II or such Restricted Subsidiary leases it from
such Person, other than leases between BP I, BP II and a Restricted Subsidiary or between
Restricted Subsidiaries.



     “S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business
thereof.



49









 





     “SEC” means the Securities and Exchange Commission.



     “Secured Indebtedness” means any Indebtedness secured by a Lien.



     “Secured Obligations” means (a) the due and punctual payment of (i) the principal of and
interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Senior Secured Notes, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of
any Issuer to any of the Secured Parties under the Senior Secured Note Documents, including fees,
costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding), (b) the due and punctual performance of all other obligations of the Issuers under or
pursuant to the Senior Secured Note Documents, and (c) the due and punctual payment and performance
of all the obligations of each other Obligor under or pursuant to the Senior Secured Note
Documents.



     “Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Collateral Agent, (d) the
beneficiaries of each indemnification obligation undertaken by any Obligor under any Senior Secured
Note Document and (e) the successors and assigns of each of the foregoing.



     “Securities Act” means the US Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Security Documents” means those agreements or other instruments entered into pursuant to
which security interests in the Collateral are granted to secure the Senior Secured Notes and the
Senior Secured Note Guarantees.



     “Senior Indebtedness” means, with respect to any Person, (a) Indebtedness of such Person,
whether outstanding on the Issue Date or thereafter Incurred; and (b) all other Obligations of such
Person (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is allowed in such
proceeding) in respect of Indebtedness described in clause (a), unless, in the case of clauses (a)
and (b), in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such Indebtedness or other Obligations in respect thereof are
subordinate in right of payment to the Senior Secured Notes or the Senior Secured Note Guarantee of
such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:




(1) any obligation of such Person to BP I, BP II or any Subsidiary of BP I or BP II;




(2) any liability for national, state, local or other taxes owed or owing by such
Person;




(3) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including guarantees thereof (other than by way of
letter of



50









 






credit, bank guarantee, performance or other bond, or other similar obligation) or
instruments evidencing such liabilities);




(4) any Capital Stock;




(5) any Indebtedness or other Obligation of such Person which is subordinate or
junior in right of payment to any other Indebtedness or other Obligation of such
Person; or




(6) that portion of any Indebtedness which at the time of Incurrence is Incurred in
violation of this Senior Secured Notes Indenture.



     “Senior Note Guarantee” means any guarantee of the obligations of the Issuers under the Senior
Notes Indenture and the Senior Notes by any Person in accordance with the provisions of the Senior
Notes Indenture.



     “Senior Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that enter into
the Senior Notes Indenture on the Escrow Release Date (other than the Issuers) and (y) any Person
that subsequently becomes a Senior Note Guarantor in accordance with the terms of the Senior Notes
Indenture; provided that upon the release or discharge of such Person from its Senior Note
Guarantee in accordance with the Senior Notes Indenture, such Person shall cease to be a Senior
Note Guarantor.



     “Senior Notes” means the $1,000,000,000 aggregate principal amount of 9.875% Senior Notes due
2019 issued pursuant to the Senior Notes Indenture.



     “Senior Notes Indenture” means the Senior Notes Indenture to be dated as of the Issue Date,
among US LLC Escrow Issuer, US Corporate Escrow Issuer and The Bank of New York Mellon, as Trustee,
Principal Paying Agent, Transfer Agent and Registrar, and The Bank of New York Mellon, London
Branch, as Paying Agent, as supplemented, amended and modified from time to time thereafter.



     “Senior Secured Credit Facilities” means the Credit Agreement dated as of November 5, 2009,
among, among others, BP I and Credit Suisse, as administrative agent, the other financial
institutions party thereto, as amended, restated, supplemented, waived, replaced (whether or not
upon termination, and whether with the original lenders or otherwise), restructured, repaid,
refunded, refinanced or otherwise modified from time to time, including any agreement or indenture
extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any
portion of the Indebtedness under such agreement or agreements or indenture or indentures or any
successor or replacement agreement or agreements or indenture or indentures or increasing the
amount loaned or issued thereunder (subject to compliance with Sections 4.03 and 4.12) or altering
the maturity thereof.



     “Senior Secured First Lien Indebtedness” means, with respect to any Person at any date, the
sum of (A) Indebtedness under the Senior Secured Credit Facilities, (B) Indebtedness under the
Senior Secured Notes and (C) to the extent not included in clause (A) or (B), the other First Lien
Obligations of such Person and its Restricted Subsidiaries, in each case as of such date
(determined on a consolidated basis in accordance with GAAP).



51









 





     “Senior Secured First Lien Leverage Ratio” means, with respect to any Person at any date, the
ratio of (i) Senior Secured First Lien Indebtedness of such Person less the amount of Cash
Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such
Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as
of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for
which internal financial statements are available immediately preceding the Senior Secured First
Lien Leverage Calculation Date (as defined below). In the event that such Person or any of its
Restricted Subsidiaries Incurs, repays, repurchases or redeems any Senior Secured First Lien
Indebtedness subsequent to the commencement of the period for which the Senior Secured First Lien
Leverage Ratio is being calculated but prior to the event for which the calculation of the Senior
Secured First Lien Leverage Ratio is made (the “Senior Secured First Lien Leverage Calculation
Date”), then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma
effect to such Incurrence, repayment, repurchase or redemption of Senior Secured First Lien
Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period;
provided that the Issuers may elect pursuant to an Officers’ Certificate delivered to the Trustee
to treat all or any portion of the commitment under any Senior Secured First Lien Indebtedness as
being Incurred at such time, in which case any subsequent Incurrence of Senior Secured First Lien
Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an
Incurrence at such subsequent time.



     For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued
operations (as determined in accordance with GAAP), in each case with respect to an operating unit
of a business, and any operational changes that BP I, BP II or any of the Restricted Subsidiaries
has determined to make or have made during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Senior Secured First Lien Leverage
Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated
on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers,
amalgamations, consolidations (including the Transactions), discontinued operations and other
operational changes (and the change of any associated Senior Secured First Lien Indebtedness and
the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter
reference period. If since the beginning of such period any Person that subsequently became a
Restricted Subsidiary or was merged with or into BP I, BP II or any Restricted Subsidiary since the
beginning of such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation, discontinued operation or operational change, in each case with
respect to an operating unit of a business, that would have required adjustment pursuant to this
definition, then the Senior Secured First Lien Leverage Ratio shall be calculated giving pro forma
effect thereto for such period as if such Investment, acquisition, disposition, discontinued
operation, merger, amalgamation, consolidation or operational change had occurred at the beginning
of the applicable four-quarter period.



     For purposes of this definition, whenever pro forma effect is to be given to any pro forma
event, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Issuers. Any such pro forma calculation may include adjustments
appropriate, in the reasonable good faith determination of the Issuers as set forth in an Officers’
Certificate, to reflect operating expense reductions and other operating improvements or



52









 




synergies reasonably expected to result from the applicable pro forma event (including, to the
extent applicable, from the Transactions).




     “Senior Secured Note Documents” means (a) the Senior Secured Notes, the Senior Secured Notes
Guarantees, this Senior Secured Notes Indenture, the Security Documents, the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement and (b) any other related document or
instrument executed and delivered pursuant to any Senior Secured Note Document described in clause
(a) evidencing or governing any Secured Obligations thereunder.



     “Senior Secured Note Guarantee” means any guarantee of the obligations of the Issuers under
this Senior Secured Notes Indenture and the Senior Secured Notes by any Person in accordance with
the provisions of this Senior Secured Notes Indenture.



     “Senior Secured Note Guarantors” means (x) RGHL, BP I and the Restricted Subsidiaries that
enter into this Senior Secured Notes Indenture on the Escrow Release Date (other than the US Issuer
I, the US Issuer II and the Luxembourg Issuer) and (y) any Person that subsequently becomes a
Senior Secured Note Guarantor in accordance with the terms of this Senior Secured Notes Indenture;
provided that upon the release or discharge of such Person from its Senior Secured Note Guarantee
in accordance with this Senior Secured Notes Indenture, such Person shall cease to be a Senior
Secured Note Guarantor.



     “Senior Secured Notes Registration Rights Agreement” means the Senior Secured Notes
Registration Rights Agreement related to the Senior Secured Notes, dated as of the Issue Date,
among the Escrow Issuers and the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time; provided that, as of the Escrow Release Date the US Issuer I, the
US Issuer II and the Luxembourg Issuer shall assume all of the obligations of the Escrow Issuers
under, and the Senior Secured Note Guarantors shall execute a joinder to, the Senior Secured Notes
Registration Rights Agreement, and, with respect to any Additional Senior Secured Notes, one or
more registration rights agreements between the US Issuer I, the US Issuer II and the Luxembourg
Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented
from time to time, relating to rights given by the US Issuer I, the US Issuer II and the Luxembourg
Issuer to the purchasers of Additional Senior Secured Notes to register such Additional Senior
Secured Notes under the Securities Act.



     “Significant Subsidiary” means any Restricted Subsidiary that meets any of the following
conditions:




(1) BP I’s, BP II’s and the Restricted Subsidiaries’ investments in and advances to
the Restricted Subsidiary exceed 10% of the total assets of BP I, BP II and the
Restricted Subsidiaries on a combined consolidated basis as of the end of the most
recently completed fiscal year;




(2) BP I’s, BP II’s and the Restricted Subsidiaries’ proportionate share of the
total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds
10% of the total assets of BP I, BP II and the Restricted Subsidiaries on a combined
consolidated basis as of the end of the most recently completed fiscal year; or




53











 






(3) BP I’s, BP II’s and the Restricted Subsidiaries’ equity in the income from
continuing operations before income taxes, extraordinary items and cumulative effect
of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such
income of BP I, BP II and the Restricted Subsidiaries on a consolidated basis for
the most recently completed fiscal year.



     “Similar Business” means (a) any businesses, services or activities engaged in by BP I, BP II
or any their respective Subsidiaries on the Issue Date and (b) any businesses, services and
activities engaged in by BP I, BP II or any their respective Subsidiaries that are related,
complementary, incidental, ancillary or similar to any of the foregoing or are extensions or
developments of any thereof.



     “Squeeze-Out” means the acquisition pursuant to Article 33 of the Swiss Federal Stock
Exchanges and Securities Trading Act (SR954.1) by BP III of the remaining Target Shares after at
least 98% of the Target’s Voting Stock has been acquired by BP III at the end of the Offer.



     “Stamp Duty Guidelines” shall mean the stamp duty guidelines set out in Schedule 9.20 (Stamp
Duty Guidelines) of the Senior Secured Credit Facilities.



     “Stamp Duty Sensitive Document” shall mean (a) any original of any Senior Secured Note
Document and (b) any signed document (including email, PDF, TIF and other comparable formats) that
constitutes a deed (Urkunde) within the meaning of section 15 of the Austrian Stamp Duty Act (as
interpreted by the Austrian tax authorities), whether documenting or confirming the entering into
of the relevant transaction (rechtserzeugende Urkunde) or documenting that the relevant transaction
has been entered into (rechtsbezeugende Urkunde), or a substitute deed (Ersatzurkunde) within the
meaning of section 15 of the Austrian Stamp Duty Act (as interpreted by the Austrian tax
authorities), including, without limitation, any notarized copy, any certified copy and any written
minutes recording the transactions (Rechtsgeschäfte) contemplated by, or referenced in, any Senior
Secured Note Document.



     “Standard Securitization Undertakings” means representations, warranties, covenants,
indemnities and guarantees of performance entered into by BP I, BP II or any Subsidiary of BP I or
BP II which BP I or BP II has determined in good faith to be customary in a Receivables Financing
including, without limitation, those relating to the servicing of the assets of a Subsidiary, it
being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.



     “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).



     “Subordinated Indebtedness” means (a) with respect to any Issuer, any Indebtedness of such
Issuer which is by its terms subordinated in right of payment to the Senior
Secured Notes and (b) with respect to any Senior Secured Note Guarantor, any Indebtedness of such Senior



54









 




Secured Note Guarantor which is by its terms subordinated in right of payment to its Senior Secured
Note Guarantee.




     “Subordinated Shareholder Funding” means, collectively, any funds provided to BP I or BP II by
any direct or indirect parent, any Affiliate of any direct or indirect parent or any Permitted
Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or
agreement other than Capital Stock, in each case issued to and held by any of the foregoing
Persons, together with any such security, instrument or agreement and any other security or
instrument other than Capital Stock issued in payment of any obligation under any Subordinated
Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:




(1) does not (including upon the happening of any event) mature or require any
amortization, redemption or other repayment of principal or any sinking fund payment
prior to the first anniversary of the Stated Maturity of the Senior Secured Notes
(other than through conversion or exchange of such funding into Capital Stock (other
than Disqualified Stock) of BP I or BP II or any funding meeting the requirements of
this definition) or the making of any such payment prior to the first anniversary of
the Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK
Intercreditor Agreement, any Additional Intercreditor Agreement or another
intercreditor agreement;




(2) does not (including upon the happening of any event) require, prior to the first
anniversary of the Stated Maturity of the Senior Secured Notes, payment of cash
interest, cash withholding amounts or other cash gross-ups, or any similar cash
amounts or the making of any such payment prior to the first anniversary of the
Stated Maturity of the Senior Secured Notes is restricted by the 2007 UK
Intercreditor Agreement, any Additional Intercreditor Agreement or another
intercreditor agreement;




(3) contains no change of control or similar provisions and does not accelerate and
has no right to declare a default or event of default or take any enforcement action
or otherwise require any cash payment (in each case, prior to the first anniversary
of the Stated Maturity of the Senior Secured Notes) or the payment of any amount as
a result of any such action or provision, or the exercise of any rights or
enforcement action (in each case, prior to the first anniversary of the Stated
Maturity of the Senior Secured Notes) is restricted by the 2007 UK Intercreditor
Agreement, any Additional Intercreditor Agreement or another intercreditor
agreement;




(4) does not provide for or require any security interest or encumbrance over any
asset of BP I, BP II or any of their respective Subsidiaries;




(5) pursuant to its terms or pursuant to the 2007 UK Intercreditor Agreement, any
Additional Intercreditor Agreement or another intercreditor agreement, is fully
subordinated and junior in right of payment to the Senior Secured Notes pursuant to
subordination, payment blockage and enforcement limitation terms which are
customary in all material respects for similar funding or are no less favorable in



55









 






any material respect to Holders than those contained in the 2007 UK Intercreditor
Agreement as in effect on the Issue Date with respect to the “Senior Creditors” (as
defined therein) in relation to “Parentco Debt” (as defined therein);


provided that any event or circumstance that results in such subordinated obligation ceasing to
qualify as Subordinated Shareholder Funding, including it ceasing to be held by any direct or
indirect parent, any Affiliate of any direct or indirect parent or any Permitted Holder or any
Affiliate thereof, shall constitute an Incurrence of such Indebtedness by BP I, BP II or such
Restricted Subsidiary.




     “Subsidiary” means, with respect to any Person, (1) any corporation, association or other
business entity (other than a partnership, joint venture or limited liability company) of which
more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof and (2) any partnership,
joint venture or limited liability company of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise and (y) such Person or
any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.



     “Substantially All” when used in relation to assets, means assets of the relevant entity or
entities having a market value of at least 75% of the market value of all of the assets of such
entity or entities at the date of the relevant transactions.



     “Target” means SIG Combibloc Group AG (formerly SIG Holding AG), a company limited by shares
incorporated in Switzerland registered in the Commercial Register of the Canton of Schaffhausen
with the register number CH-290.3.004.149-2.



     “Target Shares” means all of the registered shares of Target.



     “Tax Distributions” means any distributions described in Section 4.04(b)(xii).



     “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and
withholdings and any charges of a similar nature (including interest, penalties and other
liabilities with respect thereto) that are imposed by any government or other taxing authority.



     “TOO” means the Ordinance of the Swiss Takeover Board on Public Takeover Offers in effect
until December 31, 2008 (SR 954.195.1).



     “Total Assets” means the total combined consolidated assets of BP I, BP II and the Restricted
Subsidiaries, as shown on the most recent combined balance sheet of BP I and BP II.



     “Transactions” means the June 2007 Transactions, the Reynolds Transactions, the Evergreen
Transactions, the Pactiv Transactions, the Reynolds Foodservice Transactions, the Dopaco
Transactions and the Graham Packaging Transactions.



56









 





     “Treasury Rate” (as determined by the Issuers) means, with respect to the Senior Secured
Notes, as of any redemption date, the yield to maturity as of such date of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two Business Days prior
to the date the redemption notice is mailed (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period
from the redemption date to August 15, 2015; provided that if the period from the redemption date
to such date is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used.



     “Trust Officer” means any officer within the Corporate Trust Office of the Trustee, including
any managing director, vice president, senior associate or any other officer of the Trustee (1) who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and (2) who shall have direct
responsibility for the administration of this Senior Secured Notes Indenture.



     “Trustee” means the party named as such in this Senior Secured Notes Indenture until a
successor replaces it and, thereafter, means the successor.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in
effect on the date hereof.



     “Unrestricted Subsidiary” means:




(1) any Subsidiary of BP I or BP II that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors of such Person in
the manner provided below; and




(2) any Subsidiary of an Unrestricted Subsidiary.



     The Board of Directors of RGHL may designate any Subsidiary (other than any Issuer) of BP I or
BP II (including any newly acquired or newly formed Subsidiary of BP I or BP II) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests
or Indebtedness of, or owns or holds any Lien on any property of, BP I or BP II or any other
Subsidiary of BP I or BP II that is not a Subsidiary of the Subsidiary to be so designated;
provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time
of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has
recourse to any of the assets of BP I, BP II or any of the Restricted Subsidiaries; provided
further, however, that either:




     (a) the Subsidiary to be so designated has total consolidated assets of $1,000
or less; or




     (b) if such Subsidiary has consolidated assets greater than $1,000, then such
designation would be permitted under Section 4.04.



57









 





     The Board of Directors of each of the Issuers may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that immediately after giving effect to such
designation:




     (x) (1) BP I or BP II could Incur $1.00 of additional Indebtedness pursuant to
Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for BP I, BP II and its
Restricted Subsidiaries would be greater than such ratio for BP I, BP II and its
Restricted Subsidiaries immediately prior to such designation, in each case on a pro
forma basis taking into account such designation; and




     (y) no Event of Default shall have occurred and be continuing.



     Any such designation by the Board of Directors of each of the Issuers shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors
of each of the Issuers giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the foregoing provisions.



     “US Issuer I” means Reynolds Group Issuer LLC, a Delaware limited liability company.



     “US Issuer II” means Reynolds Group Issuer Inc., a Delaware corporation.



     “US Issuers” means, collectively, US Issuer I and US Issuer II.



     “US Controlled Foreign Subsidiary” means any Person that (A)(i) is a Foreign Subsidiary and
(ii) is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and the
US Treasury Regulations thereunder or (B)(i) is a Domestic Subsidiary and (ii) has no material
assets other than securities of one or more Foreign Subsidiaries (which are “controlled foreign
corporations” within the meaning of Section 957(a) of the Code and the US Treasury Regulations
thereunder) of such Domestic Subsidiary and indebtedness issued by such Foreign Subsidiaries.



     “US Dollar Equivalent” means with respect to any monetary amount in a currency other than US
Dollars, at any time for determination thereof by BP I, BP II or the Trustee, the amount of US
Dollars obtained by converting such currency other than US Dollars involved in such computation
into US Dollars at the spot rate for the purchase of US Dollars with the applicable foreign
currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading
“Currency Trading” (or, if The Wall Street Journal is no longer published, or if such information
is no longer available in The Wall Street Journal, such source as may be selected in good faith by
BP I or BP II) on the date of such determination.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified
Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum
of the products of the number of years from the date of determination to the date of each
successive scheduled principal payment of such Indebtedness or redemption or similar payment with
respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all
such payments.






58












 




with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.




     “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.



     “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the
outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying
shares or other similar shares required pursuant to applicable law) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.



          SECTION 1.02. Other Definitions.



	 	 	 
	 	 	Defined
	Term	 	in Section
	“2002 Law”
	 	10.08(f)
	“Additional Collateral Agent”
	 	Preamble
	“Additional Amounts”
	 	4.15(a)
	“Additional Guarantor”
	 	10.08(m)
	“Additional Intercreditor Agreement”
	 	4.20(a)
	“Affiliate Transaction”
	 	4.07(a)
	“Asset Sale Offer”
	 	4.06(b)
	“Austrian Guarantor”
	 	10.08(c)
	“Authentication Order”
	 	2.03
	“Bankruptcy Laws”
	 	6.01
	“Change of Control Offer”
	 	4.08(c)
	“Change of Control Payment”
	 	4.08(c)
	“Change of Control Payment Date”
	 	4.08(c)
	“Common Depositary”
	 	Appendix A
	“covenant defeasance option”
	 	8.01
	“Custodian”
	 	6.01
	“Definitive Security”
	 	Appendix A
	“Determining Auditors”
	 	10.08(e)
	“Directive”
	 	2.04(a)
	“DTC”
	 	Appendix A
	“Dutch Guarantor”
	 	10.08(a)
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.06(b)
	“Excluded Stock Collateral”
	 	12.01(a)
	“German Guarantor”
	 	10.08(e)
	“German Net Assets”
	 	10.08(e)
	“Global Securities Legend”
	 	Appendix A
	“Global Senior Secured Securities”
	 	Appendix A
	“GmbH & Co. KG”
	 	10.08(e)
	“Guaranteed Obligations”
	 	10.01(a)
	“legal defeasance option”
	 	8.01






59









 






	 	 	 
	 	 	Defined
	Term	 	in Section
	“Luxembourg Guarantor”
	 	10.08(f)
	“Luxembourg Intra-Group Liabilities”
	 	10.08(f)
	“Management Determination”
	 	10.08(e)
	“Mexican Guarantor”
	 	10.08(h)
	“Offer Period”
	 	4.06(e)
	“Original Senior Secured Notes”
	 	Preamble
	“Paying Agent”
	 	2.04(a)
	“Payor”
	 	4.15(a)
	“Permitted Debt”
	 	4.03(b)
	“Prohibition”
	 	10.08(a)
	“Principal Paying Agent”
	 	2.04(a)
	“protected purchaser”
	 	2.08
	“QIB”
	 	Appendix A
	“Refinancing Indebtedness”
	 	4.03(b)
	“Refunding Capital Stock”
	 	4.04(b)
	“Registrar”
	 	2.04(a)
	“Regulation S”
	 	Appendix A
	“Regulation S Securities”
	 	Appendix A
	“Relevant Taxing Jurisdiction”
	 	4.15(a)
	“Required financial Information”
	 	4.02(b)
	“Restricted Payments”
	 	4.04(a)
	“Retired Capital Stock”
	 	4.04(b)
	“Rule 144A”
	 	Appendix A
	“Rule 144A Securities”
	 	Appendix A
	“Second Commitment”
	 	4.06(b)
	“Notes”
	 	Preamble
	“Senior Secured Exchange Securities”
	 	Appendix A
	“Senior Secured Notes”
	 	Preamble
	“Senior Secured Notes Indenture”
	 	Preamble
	“Senior Secured Notes Purchase Agreement”
	 	Appendix A
	“Senior Secured Notes Registered Exchange Offer”
	 	Appendix A
	“Senior Secured Notes Shelf Registration Statement”
	 	Appendix A
	“Senior Secured Notes Transfer Restricted Securities”
	 	Appendix A
	“Special Mandatory Redemption”
	 	3.09
	“Special Mandatory Redemption Date”
	 	3.09
	“Successor Company”
	 	5.01(a)
	“Successor Senior Secured Note Guarantor”
	 	5.01(b)
	“Suspended Covenants”
	 	4.19(a)
	“Swiss Guarantor”
	 	10.08(b)
	“Thai Guarantor”
	 	4.25(a)
	“Thai Senior Secured Note Guarantee”
	 	4.25(a)
	“Transfer”
	 	5.01(b)
	“Transfer Agent”
	 	2.04(a)
	“Unlimited Enforcement Amount”
	 	10.08(e)






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          SECTION 1.03. Rules of Construction. Unless the context otherwise requires:




     (a) a term has the meaning assigned to it;




     (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




     (e) words in the singular include the plural and words in the plural include the
singular;




     (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (g) the principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP;




     (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater;




     (i) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance with GAAP;




     (j) after the Escrow Release Date occurs, in the case of any inconsistency between this
Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK
Intercreditor Agreement or any Additional Intercreditor Agreement, the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement or the Additional Intercreditor
Agreement shall prevail and this Senior Secured Notes Indenture is in all respects subject
to the terms of First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and
any Additional Intercreditor Agreement; provided that with respect to the matters governed
by Sections 12.01(a)(i) and (ii) of this Senior Secured Notes Indenture, this Senior Secured
Notes Indenture shall prevail;




     (k) as used in this Senior Secured Notes Indenture, (i) prior to the Escrow Release
Date, references to the “Issuers” or an “Issuer” refer only to the Escrow Issuers
collectively or individually, as applicable, and after the Escrow Release Date, such



61









 







references shall refer only to the Luxembourg Issuer, the US Issuer I and the US Issuer II,
collectively or individually, as applicable, (ii) prior to the Escrow Release Date,
references to the “US Issuer I” shall refer only to the US LLC Escrow Issuer (except for the
use of such term in Sections 13.16, 4.23 and the definition of “US Issuer I”, in which cases
it shall at all times refer only to the US Issuer I), and after the Escrow Release Date,
such references shall refer only to the US Issuer I and (iii) prior to the Escrow Release
Date, references to the “US Issuer II” shall refer only to US Corporate Escrow Issuer
(except for the use of such term in Sections 13.16, 4.23 and the definition of “US Issuer
II”, in which cases it shall at all times refer only to the US Issuer II), and after
the Escrow Release Date, such references shall refer only to the US Issuer II;




     (l) unless otherwise specified herein, references to any Person shall be to it and any
successor in interest thereto; and




     (m) For the purposes of Section 13.17 and the Austrian stamp duty guidelines, “written”
shall mean that what is “written” was translated into letters (Buchstaben) that are or can
be made visible on a physical or electronic device of whatever type and format, including
paper and screen, and, accordingly, communication, documents or notices being “in writing”
shall include not only paper-form (letter or fax) communication, documents or notices but
also electronic communication, documents or notices, including by way of e-mail; and
“signed” communication, documents or notices refers to written communication, documents or
notices that carry a manuscript, digital or electronic or other technically reproduced
signature, and “signature” shall be construed accordingly.



ARTICLE II




The Senior Secured Notes



          SECTION 2.01. Amount of Notes. The aggregate principal amount of Senior Secured
Notes which may be authenticated and delivered under this Senior Secured Notes Indenture on the
Issue Date is $1,500,000,000. All Original Senior Secured Notes shall be substantially identical
except as to denomination.



          The Issuers may from time to time after the Issue Date issue Additional Senior Secured Notes
under this Senior Secured Notes Indenture in an unlimited principal amount, so long as (i) the
Incurrence of the Indebtedness represented by such Additional Senior Secured Notes is at such time
permitted by Section 4.03 and (ii) such Additional Senior Secured Notes are issued in compliance
with Section 4.12 and the other applicable provisions of this Senior Secured Notes Indenture. With
respect to any Additional Senior Secured Notes issued after the Issue Date (except for Senior
Secured Notes authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Senior Secured Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 4.06(g), 4.08(c)
or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of
Directors of the Issuers or BP I and (b) (i) set forth or determined in the manner provided in an
Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to
the issuance of such Additional Senior Secured Notes:



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     (1) the aggregate principal amount of such Additional Senior Secured Notes
which may be authenticated and delivered under this Senior Secured Notes Indenture;




     (2) the issue price and issuance date of such Additional Senior Secured Notes,
including the date from which interest on such Additional Senior Secured Notes shall
accrue;




     (3) if applicable, that such Additional Senior Secured Notes shall be issuable
in whole or in part in the form of one or more Global Senior Secured
Securities and, in such case, the respective depositaries for such Global
Senior Secured Securities, the form of any legend or legends which shall be borne by
such Global Senior Secured Securities in addition to or in lieu of those set forth
in Exhibit A hereto and any circumstances in addition to or in lieu of those set
forth in Section 2.3 of Appendix A in which any such Global Security may be
exchanged in whole or in part for Additional Senior Secured Notes registered, or any
transfer of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the depositary for such Global Security or a nominee
thereof; and




     (4) whether such Additional Senior Secured Notes shall be Original Senior
Secured Notes or shall be issued in the form of Senior Secured Exchange Securities
as set forth in Exhibit A.



          If any of the terms of any Additional Senior Secured Notes are established by action taken
pursuant to a resolution of the Board of Directors of any Issuer or BP I, a copy of an appropriate
record of such action shall be certified by an Officer or authorized signatory of the applicable
Issuer or BP I and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or the indenture supplemental hereto setting forth the terms of the Additional Senior
Secured Notes.



          Except as provided in Section 9.02(c), the Senior Secured Notes, including any Additional
Senior Secured Notes, shall be treated as a single class for all purposes under this Senior Secured
Notes Indenture, including waivers, amendments, redemptions and offers to purchase. Holders of
Additional Senior Secured Notes actually issued will share equally and ratably in the Collateral
with the holders of the Original Senior Secured Notes. Unless the context otherwise requires, for
all purposes of this Senior Secured Notes Indenture, references to the Senior Secured Notes include
any Additional Senior Secured Notes actually issued.



          SECTION 2.02. Form and Dating. Provisions relating to the Senior Secured Notes and
the Senior Secured Exchange Securities are set forth in Appendix A, which is hereby incorporated in
and expressly made a part of this Senior Secured Notes Indenture. The (i) Senior Secured Notes and
the Trustee’s certificate of authentication and (ii) any Additional Senior Secured Notes (if issued
as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of
authentication shall each be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Senior
Secured Exchange Securities shall be in substantially the form of Exhibit



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A hereto, as applicable,
except that the Senior Secured Exchange Securities shall not contain the “Restricted Securities
Legend”, as set forth in Exhibit A hereto. The Senior Secured Notes may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which any Issuer or any Senior
Secured Note Guarantor is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Issuers). Each Senior Secured Note shall be dated the
date of its authentication. The Senior Secured Notes shall be issuable only in registered form
without interest coupons and in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Global Senior Secured Securities shall be in registered form without
interest coupons and the Definitive Securities shall be in registered form without interest
coupons. Each Global Security shall represent such of the
outstanding Senior Secured Notes as shall be specified in the “Schedule of Exchanges of
Interests in the Global Security” attached thereto and each shall provide that it shall represent
up to the aggregate principal amount of Senior Secured Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Senior Secured Notes represented thereby may
from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions.
Any endorsement of a Global Security to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Senior Secured Notes represented thereby shall be made by
the Trustee or the Registrar, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.03 hereof.



          SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and in
the case of a Global Security registered in the name of DTC or its nominee, hold such Global
Security as custodian for DTC, and in the case of a Global Security registered in the name of a
common depositary, deliver to such common depositary upon a written order of the Issuers signed by
one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Senior Secured
Notes for original issue on the date hereof in an aggregate principal amount of $1,500,000,000, (b)
pursuant to a Senior Secured Notes Registered Exchange Offer, Senior Secured Exchange Securities
from time to time for issue only in a Senior Secured Notes Registered Exchange Offer and (c)
subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an
aggregate principal amount to be determined at the time of issuance and specified therein. Such
order shall specify the amount of the Senior Secured Notes to be authenticated and the date on
which the original issue of Senior Secured Notes is to be authenticated. Notwithstanding anything
to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional
Senior Secured Notes after the Issue Date shall be in a principal amount of at least $100,000 and
integral multiples of $1,000 in excess thereof.



          One Officer or authorized signatory of each Issuer shall sign the Senior Secured Notes for the
Issuers by manual or facsimile signature.



          If an Officer or authorized signatory whose signature is on a Senior Secured Note no longer
holds that office at the time the Trustee authenticates the Senior Secured Note, the Senior Secured
Note shall be valid nevertheless.



          Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive
the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04.



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          A Senior Secured Note shall not be valid until an authorized signatory of the Trustee manually
signs the certificate of authentication on the Senior Secured Note. The signature shall be
conclusive evidence that the Senior Secured Note has been authenticated under this Senior Secured
Notes Indenture.



          The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers
to authenticate the Senior Secured Note. Any such appointment shall be evidenced by an instrument
signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured
Notes Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.



          SECTION 2.04. Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall
maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Secured Notes in
each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European
Union member state that shall not be obliged to withhold or deduct tax pursuant to the European
Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other
directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the
taxation of savings income, or any law implementing, complying with or introduced in order to
conform to such directive, in each case where Senior Secured Notes may be presented for payment
(ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”)
in New York, NY where the Senior Secured Notes may be presented for registration of transfer or for
exchange. The Issuers may have one or more additional co-registrars and one or more additional
paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The
term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The
initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying
Agent”) and in London, England (it being understood that the Paying Agent shall not be required to
maintain an office in London, England). The initial Registrar shall be The Bank of New York Mellon
in New York, NY. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY.
Each hereby accepts such appointments. The Registrar shall maintain a register outside the United
Kingdom reflecting ownership of Senior Secured Notes outstanding from time to time and the Transfer
Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer
Agent shall perform the functions of a transfer agent.



          (b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Senior Secured Notes Indenture. The agreement shall implement the
provisions of this Senior Secured Notes Indenture that relate to such Agent. The Issuers shall
notify the Trustee of the name and address of any such Agent. If the Issuers fail to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. BP I or any of its Subsidiaries may act as Paying
Agent or Registrar, subject to the requirement to maintain a paying agent in a European Union
member state that shall not be obliged to withhold or deduct tax pursuant to the Directive.



65









 





          (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice
to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to
Holders; provided, however, that no such removal shall become effective until acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and
such successor Registrar or Paying Agent as the case may be, and delivered to the Trustee;
provided, further, that, in no event may the Issuers appoint a Paying Agent in any member state of
the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection
with any payment made by it in relation to the Senior Secured Notes unless the Paying Agent would
be so obliged if it were located in all other
member states. The Registrar or Paying Agent may resign at any time upon written notice to the
Issuers and the Trustee in accordance with Section 7.08.



          (d) Upon written request from the Luxembourg Issuer, the Registrar shall provide the
Luxembourg Issuer with a copy of the register to enable it to maintain a register of the Senior
Secured Notes at its registered office.



          SECTION 2.05. Paying Agent to Hold Money. At least one Business Day prior to each
due date of the principal of and interest on any Senior Secured Note, the Issuers shall deposit
with each Paying Agent (or if the Issuers, BP I or any of its Subsidiaries is acting as Paying
Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum in immediately
available funds sufficient to pay such principal and interest when so becoming due. The Issuers
shall require each Paying Agent to agree in writing (and the Initial Paying Agents hereby agree)
that a Paying Agent shall hold for the benefit of Holders or the Trustee all money held by a Paying
Agent for the payment of principal of and interest on the Senior Secured Notes, and shall notify
the Trustee of any default by the Issuers in making any such payment. If the Issuers, BP I or any
of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it for the benefit of the Persons entitled thereto. The Issuers at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further
liability for the money delivered to the Trustee. This Section 2.05 shall only be applicable after
the Escrow Release Date.



          SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders.
If the Trustee is not the Registrar, the Issuers shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before a payment date on the Senior Secured
Notes of each year following the Issue Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders.



          SECTION 2.07. Transfer and Exchange. The Senior Secured Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Senior Secured Note for
registration of transfer and in compliance with Appendix A. When a Senior Secured Note is
presented to the Registrar with a request to register a transfer, the Registrar shall register the
transfer as requested if its requirements therefor are met. To permit registration of transfers
and exchanges, the Issuers shall execute and the Trustee shall authenticate Senior Secured Notes at
the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes,



66









 







assessments or other governmental charges in connection with any transfer or exchange pursuant to
this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register,
transfers or exchanges of Senior Secured Notes selected for redemption (except, in the case of
Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any
Senior Secured Notes for a period of 15 days before a selection of Senior Secured Notes to be
redeemed.



          Prior to registration of transfer of any Senior Secured Note, the Issuers, the Senior Secured
Note Guarantors, the Trustee, the Paying Agents, the Transfer Agent and the Registrar
may deem and treat the Person in whose name a Senior Secured Note is registered as the
absolute owner of such Senior Secured Note for the purpose of receiving payment of principal of and
interest, if any, on such Senior Secured Note and for all other purposes whatsoever, whether or not
such Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor,
the Trustee, the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to
the contrary.



          Any Holder of a beneficial interest in a Global Security shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interests in such Global Security may be
effected only through a book-entry system maintained by (a) the Holder of such Global Security (or
its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership
of a beneficial interest in such Global Security shall be required to be reflected in a book-entry.



          All Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this
Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Senior Secured Notes Indenture as the Senior Secured Notes surrendered upon
such transfer or exchange.



          SECTION 2.08. Replacement Senior Secured Notes. If a mutilated Senior Secured Note
is surrendered to the Registrar or if the Holder of a Senior Secured Note claims that the Senior
Secured Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee
shall authenticate a replacement Senior Secured Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuers or the Trustee
within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking
and the Registrar does not register a transfer prior to receiving such notification, (b) makes such
request to the Issuers or the Trustee prior to the Senior Secured Note being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other requirements of the Trustee. If required by the Trustee or
the Issuers, such Holder shall provide an indemnity or security sufficient in the judgment of the
Trustee or the Issuers to protect the Issuers, the Trustee, the Paying Agents, the Transfer Agent
and the Registrar from any loss that any of them may suffer if a Senior Secured Note is replaced.
The Issuers, the Registrar and the Trustee may charge the Holder for their expenses in replacing a
Senior Secured Note (including attorneys’ fees and disbursements in replacing such Senior Secured
Note). In the event any such mutilated, lost, destroyed or wrongfully taken Senior Secured Note
has become or is about to become due and payable, the Issuer in its discretion may pay such Senior
Secured Note instead of issuing a new Senior Secured Note in replacement thereof.



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          Every replacement Senior Secured Note is an additional obligation of the Issuers.



          The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Senior Secured Notes.



          SECTION 2.09. Outstanding Senior Secured Notes. Senior Secured Notes outstanding at
any time are all Senior Secured Notes authenticated by the Trustee except for
those canceled by the Registrar or any Agent in accordance with this Senior Secured Notes
Indenture, those delivered to it for cancellation and those described in this Section as not
outstanding. Subject to Section 13.05, a Senior Secured Note does not cease to be outstanding
because the Issuers or any Affiliate of any Issuer holds the Senior Secured Note.



          If a Senior Secured Note is replaced pursuant to Section 2.08 (other than a mutilated Senior
Secured Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the
Issuers receive proof satisfactory to them that the replaced Senior Secured Note is held by a
protected purchaser. A mutilated Senior Secured Note ceases to be outstanding upon surrender of
such Senior Secured Note and replacement thereof pursuant to Section 2.08.



          If the Trustee or a Paying Agent holds, in accordance with this Senior Secured Notes
Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Senior Secured Notes (or portions thereof) to be redeemed
or maturing, as the case may be, and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the terms of this Senior
Secured Notes Indenture, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor
Agreement (or, if applicable, any Additional Intercreditor Agreement) then on and after that date
such Senior Secured Notes (or portions thereof) shall cease to be outstanding and interest on them
ceases to accrue.



          SECTION 2.10. Temporary Senior Secured Notes. In the event that Definitive
Securities are to be issued under the terms of this Senior Secured Notes Indenture, until such
Definitive Securities are ready for delivery, the Issuers may prepare and the Trustee or an agent
thereof shall authenticate temporary Senior Secured Notes. Temporary Senior Secured Notes shall be
substantially in the form of Definitive Securities but may have variations that the Issuers
consider appropriate for temporary Senior Secured Notes. Without unreasonable delay, the Issuers
shall prepare and the Trustee or an agent thereof shall authenticate Definitive Securities and the
Registrar and the Agents shall make them available for delivery in exchange for temporary Senior
Secured Notes upon surrender of such temporary Senior Secured Notes at the office or agency of the
Issuers, without charge to the Holder. Until such exchange, temporary Senior Secured Notes shall
be entitled to the same rights, benefits and privileges as Definitive Securities.



          SECTION 2.11. Cancellation. The Issuers at any time may deliver Senior Secured Notes
to the Registrar for cancellation. Each Paying Agent shall forward to the Registrar any Senior
Secured Notes surrendered to them for registration of transfer, exchange or payment. The Registrar
and no one else shall cancel all Senior Secured Notes surrendered for registration of transfer,
exchange, payment or cancellation and shall dispose of canceled Senior



68









 







Secured Notes in accordance
with its customary procedures upon receipt of written instructions from the Issuers. The Issuers
may not issue new Senior Secured Notes to replace Senior Secured Notes it has redeemed, paid or
delivered to the Registrar for cancellation. The Trustee shall not authenticate Senior Secured
Notes in place of canceled Senior Secured Notes other than pursuant to the terms of this Senior
Secured Notes Indenture.



          SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on
the Senior Secured Notes, the Issuers shall pay the defaulted interest then borne by the Senior
Secured Notes (plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent
special record date. The Issuers shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall promptly deliver or cause to
be delivered to each affected Holder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.



          SECTION 2.13. CUSIPs, ISINs, etc. The Issuers in issuing the Senior Secured Notes
may use CUSIPs and ISINs, as applicable and, if so, the Trustee shall use CUSIPs and ISINs, as
applicable in notices of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such numbers, either as
printed on the Senior Secured Notes or as contained in any notice of a redemption, that reliance
may be placed only on the other identification numbers printed on the Senior Secured Notes and that
any such redemption shall not be affected by any defect in or omission of such numbers. The
Issuers shall advise the Trustee and each Agent of any change in the CUSIPs and ISINs.



          SECTION 2.14. Calculation of Principal Amount of Senior Secured Notes. The aggregate
principal amount of the Senior Secured Notes, at any date of determination, shall be the principal
amount of the Senior Secured Notes at such date of determination. With respect to any matter
requiring consent, waiver, approval or other action of the Holders of a specified percentage of the
principal amount of all the Senior Secured Notes, such percentage shall be calculated, on the
relevant date of determination, by dividing (a) the principal amount, as of such date of
determination, of Senior Secured Notes, the Holders of which have so consented, by (b) the
aggregate principal amount, as of such date of determination, of the Senior Secured Notes then
outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09
and Section 13.05 of this Senior Secured Notes Indenture. Any such calculation made pursuant to
this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an
Officers’ Certificate.



          SECTION 2.15. Currency. The US Dollar is the sole currency of account and payment
for all sums payable by BP I, BP II, the Issuers or any Senior Secured Note Guarantor under or in
connection with the Senior Secured Notes, including damages. Any amount with respect to the Senior
Secured Notes received or recovered in a currency other than US Dollars, whether as a result of, or
the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Issuers or any Senior Secured Note Guarantor or otherwise by any secured
noteholder or by the Trustee, in respect of any sum expressed to be due to it from the Issuers or
any Senior Secured Note Guarantor will only constitute a discharge to the Issuers or any Senior
Secured Note Guarantor to the extent of the US Dollar amount which



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the recipient is able to
purchase with the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first
date on which it is practicable to do so).



          If that US Dollar amount is less than the US Dollar amount expressed to be due to the
recipient or the Trustee under any Senior Secured Note, BP I, BP II, the Issuers and any Senior
Secured Note Guarantor will indemnify such recipient and/or the Trustee against any loss sustained
by it as a result. In any event, BP I, BP II, the Issuers and any Senior Secured Note
Guarantor will indemnify the recipient and/or the Trustee against the cost of making any such
purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence
of the matter stated therein for the holder of a Senior Secured Note or the Trustee to certify in a
manner satisfactory to the Issuers (indicating the sources of information used) the loss it
Incurred in making any such purchase. These indemnities constitute a separate and independent
obligation from BP I, BP II, the Issuers and any Senior Secured Note Guarantor’s other obligations,
will give rise to a separate and independent cause of action, will apply irrespective of any waiver
granted by any holder of a Senior Secured Note or the Trustee (other than a waiver of the
indemnities set out herein) and will continue in full force and effect despite any other judgment,
order, claim or proof for a liquidated amount in respect of any sum due under any Senior Secured
Note or to the Trustee.



          Except as otherwise specifically set forth herein, (a) for purposes of determining compliance
with any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that
is denominated in a non-euro currency shall be calculated based on the relevant currency exchange
rate in effect on the date such non-euro amount is Incurred or made, as the case may be, and (b)
for purposes of determining compliance with any US Dollar-denominated restriction herein, the US
Dollar Equivalent amount for purposes hereof that is denominated in a non-US Dollar currency shall
be calculated based on the relevant currency exchange rate in effect on the date such non-US Dollar
amount is Incurred or made, as the case may be.



ARTICLE III




Redemption



          SECTION 3.01. Redemption. The Senior Secured Notes may be redeemed, in whole or in
part, from time to time, subject to the conditions and at the redemption prices set forth in
Section 5 or 6 of the form of Senior Secured Note set forth in Exhibit A, which are hereby
incorporated by reference and made a part of this Senior Secured Notes Indenture, together with
accrued and unpaid interest and premiums (if any) to the redemption date, and in the case of the
Special Mandatory Redemption, to but not including the redemption date.



          SECTION 3.02. Applicability of Article. Except where not applicable with respect to
the Special Mandatory Redemption addressed in Section 3.09 below, redemption of Senior Secured
Notes at the election of the Issuers or otherwise, as permitted or required by the Senior Secured
Notes or any provision of this Senior Secured Notes Indenture, shall be made in accordance with
such provision and this Article.



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          SECTION 3.03. Notices to Trustee. If the Issuers elect to redeem Senior Secured
Notes pursuant to the optional redemption provisions of Section 5 or the optional tax redemption
provisions of Section 6 of the form of Senior Secured Note they shall notify the Trustee in writing
of (i) the paragraph of such Senior Secured Note or the Section of this Senior Secured Notes
Indenture pursuant to which the redemption shall occur, (ii) the redemption date and the record
date, (iii) the principal amount of the Senior Secured Notes to be redeemed and (iv) the redemption
price. The Issuers shall give notice to the Trustee provided for in this paragraph at least 30
days but not more than 60 days before the applicable redemption date, unless a shorter
period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’
Certificate and Opinion of Counsel from each Issuer to the effect that such redemption complies
with the conditions herein. If fewer than all of the Senior Secured Notes are to be redeemed, the
record date relating to such redemption shall be selected by the Issuers and given to the Trustee,
which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any
such notice may be canceled at any time prior to notice of such redemption being delivered to any
Holder and shall thereby be void and of no effect.



          In the case of a redemption provided for by Section 6 of the form of Senior Secured Note prior
to the publication or mailing of any notice of redemption of any series of Senior Secured Notes
pursuant to the foregoing, each Issuer shall deliver to the Trustee (with a copy to the relevant
Paying Agent) (a) an Officers’ Certificate stating that they are entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to their right so to
redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing
and satisfactory to the Trustee to the effect that the circumstances referred to in Section 6 of
the form of Senior Secured Note exist. The Trustee shall accept such Officers’ Certificate and
opinion as sufficient evidence of the satisfaction of the conditions precedent described above
without further inquiry, in which event it shall be conclusive and binding on the Holders. Any
such notice may be canceled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.



          SECTION 3.04. Selection of Senior Secured Notes to Be Redeemed. If less than all of
the Senior Secured Notes are to be redeemed or are required to be repurchased at any time, the
Trustee will select Senior Secured Notes for redemption or repurchase on a pro rata basis, to the
extent practicable and in compliance with the requirements of DTC and any stock exchange on which
the applicable Senior Secured Notes are then admitted to trading of which the Trustee shall have
been notified in writing by the Issuers; provided, however, that no Senior Secured Note of $100,000
in aggregate principal amount or less, or other than in an integral multiple of $1,000 in excess
thereof, shall be redeemed in part.



          SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more than
60 days before a redemption date pursuant to Section 5 or Section 6 of the form of Senior Secured
Note, the Issuers shall deliver or cause to be delivered by electronic transmission or mailed by
first-class mail, postage prepaid, at their respective addresses as they appear on the registration
books of the Registrar (or otherwise deliver such notice in accordance with applicable DTC
procedures), a notice of redemption to each Holder whose Senior Secured Notes are to be redeemed;
provided, however, that with respect to Definitive Securities only, the Issuers shall mail such
notice to Holders by first-class mail, postage prepaid, at their respective addresses as they
appear on the registration books of the Registrar.



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          Any such notice shall identify the Senior Secured Notes to be redeemed and shall state:




     (i) the redemption date and record date;




     (ii) the redemption price and the amount of accrued interest to the redemption date as
calculated by the Issuers or an agent or adviser thereof;




     (iii) the name and address of the Paying Agent;




     (iv) that Senior Secured Notes called for redemption must be surrendered to the Paying
Agent (or if book-entry, in accordance with DTC procedures) to collect the redemption price,
plus accrued interest;




     (v) if fewer than all the outstanding Senior Secured Notes are to be redeemed, the
certificate numbers and principal amounts of the particular Senior Secured Notes to be
redeemed, the aggregate principal amount of Senior Secured Notes to be redeemed and the
aggregate principal amount of Senior Secured Notes to be outstanding after such partial
redemption;




     (vi) that, unless the Issuers default in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this Senior Secured
Notes Indenture, interest on the Senior Secured Notes (or a portion thereof) called for
redemption ceases to accrue on and after the redemption date;




     (vii) the paragraph of the Senior Secured Notes and/or Section of this Senior Secured
Notes Indenture pursuant to which the Senior Secured Notes called for redemption are being
redeemed;




     (viii) the CUSIP, ISIN and/or the Common Code, if any, printed on the Senior Secured
Notes being redeemed; and




     (ix) that no representation is made as to the correctness or accuracy of the CUSIP,
ISIN and/or the Common Code, if any, listed in such notice or printed on the Senior Secured
Notes.



          (b) At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’
names and at the Issuers’ expense. In such event, the Issuers shall provide the Trustee with the
information required by this Section 3.05 at least one Business Day (or as soon as commercially
practicable thereafter) prior to the date such notice is to be provided to Holders and such notice
may not be canceled.



          (c) If any Senior Secured Note is to be redeemed in part only, the notice of redemption that
relates to that Senior Secured Note shall state the portion of the principal amount thereof to be
redeemed. In the case of a Definitive Security, a new Senior Secured Note in currency and in
principal amount equal to the unredeemed portion of the original Senior Secured Note will be issued
in the name of the secured noteholder thereof upon cancellation of the original Senior Secured
Note. In the case of a Global Senior Secured Security, an appropriate



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notation will be made on such
Senior Secured Note to decrease the principal amount thereof to an amount equal to the unredeemed
portion thereof. Subject to the terms of the applicable redemption notice, Senior Secured Notes
called for redemption become due on the date fixed for redemption. On and after the redemption
date, interest shall cease to accrue on the Senior Secured Notes or portions of them called for
redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the
principal of, plus accrued and unpaid interest and premium (if any) on, the Senior Secured Notes to
be redeemed.



          SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is delivered
in accordance with Section 3.05, the Senior Secured Notes called for redemption become due and
payable on the redemption date and at the redemption price stated in the notice, except as provided
in the penultimate sentence of the fourth paragraph in Section 5 of the Senior Secured Notes. Upon
surrender to the Paying Agent, such Senior Secured Notes shall be paid at the redemption price
stated in the notice, plus accrued interest, to, but not including, the redemption date; provided,
however, that if the redemption date is after a regular record date and on or prior to the interest
payment date, the accrued interest shall be payable to the Holder of the redeemed Senior Secured
Notes registered on the relevant record date. Failure to give notice or any defect in the notice
to any Holder shall not affect the validity of the notice to any other Holder.



          SECTION 3.07. Deposit of Redemption Price. With respect to any Senior Secured Notes,
no later than 10:00 a.m., New York time, one Business Day prior to the redemption date, the Issuers
shall deposit with the Paying Agent (or, if either Issuer, BP I or any of its Subsidiaries is the
Paying Agent, shall segregate and hold) money in immediately available funds sufficient to pay the
redemption price of and accrued interest on all of the Senior Secured Notes or portions thereof to
be redeemed on that date, other than Senior Secured Notes or portions of Senior Secured Notes
called for redemption that have been delivered by the Issuers to the Registrar for cancellation.
On and after the redemption date, interest shall cease to accrue on the Senior Secured Notes or
portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent
funds sufficient to pay the principal of, plus accrued and unpaid interest and premiums (if any)
on, the Senior Secured Notes to be redeemed. If any Senior Secured Note called for redemption or
purchase is not so paid upon surrender for redemption or purchase because of the failure of the
Issuers to comply with this Section 3.07, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent lawful on any interest
not paid on such unpaid principal, in each case at the rate provided in the Senior Secured Notes
and in Section 4.01.



          SECTION 3.08. Senior Secured Notes Redeemed in Part. Upon surrender of a Senior
Secured Note that is redeemed in part:




     (a) in the case of a Definitive Security, upon cancellation of the Senior Secured Note
surrendered, the Issuers shall execute and the Trustee or an authentication agent shall
authenticate for the Holder (at the Issuers’ expense) a new Senior Secured Note equal in
principal amount to the unredeemed portion of the Senior Secured Note surrendered in the
name of such Holder; and



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     (b) in the case of a Global Security, the Registrar shall make an appropriate notation
on such Senior Secured Note to decrease the principal amount thereof to an amount equal to
the unredeemed portion thereof.



          SECTION 3.09. Special Mandatory Redemption.



          (a) In accordance with the terms and conditions of the Escrow Agreement, if (i) the Graham
Packaging Acquisition Document is terminated or (ii) the Escrow Release Date has not occurred on or
prior to March 20, 2012 (the earlier of the date of such termination and March
20, 2012, the “Escrow Termination Date”), the Escrow Issuers shall redeem all and not less
than all of the Senior Secured Notes at the Escrow Redemption Price on the third Business Day
following the Escrow Termination Date (such third business day, the “Special Mandatory Redemption
Date”), with notice of such redemption to be provided to Holders as of such Special Mandatory
Redemption Date as described in Section 3.09(b) below; provided, however, that for purposes of this
Section 3.09, the Escrow Issuers shall not be subject to the provisions of Section 3.07 hereof.
Such redemption (the “Special Mandatory Redemption”) shall be made in accordance with the terms of
the Escrow Agreement.



          (b) Upon the receipt by the Trustee of a written notice of the Special Mandatory Redemption
(the “Special Mandatory Redemption Notice”) pursuant to Section 3(g) of the Escrow Agreement, the
Trustee shall deliver by electronic transmission or first class mail the Special Mandatory
Redemption Notice to each Holder. For Global Senior Secured Securities which are held on behalf of
DTC, the Special Mandatory Redemption Notice may be given to DTC for communication to entitled
accountholders in substitution for the aforesaid notice.



          (c) Upon surrender to the Paying Agent, such Senior Secured Notes shall be paid at the Escrow
Redemption Price stated in the Special Mandatory Redemption Notice.



          (d) Failure to redeem the Senior Secured Notes when required pursuant to this Section 3.09
will constitute an Event of Default with respect to the Senior Secured Notes.



ARTICLE IV




Covenants



          SECTION 4.01. Payment of Senior Secured Notes. The Issuers shall promptly pay the
principal of and interest on the Senior Secured Notes on the dates and in the manner provided in
the Senior Secured Notes and in this Senior Secured Notes Indenture. An installment of principal
of or interest shall be considered paid on the date due if on the Business Day prior to such date
the Trustee or the Paying Agent holds as of 10:00 a.m. New York time money in immediately available
funds sufficient to pay such principal or interest due for payment on the following Business Day,
and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money
to the Holders on that date pursuant to the terms of this Senior Secured Notes Indenture.



          The Issuers shall pay interest on overdue principal at the rate specified therefor in the
Senior Secured Notes, and it shall pay interest on overdue installments of interest at the same
rate borne by the Senior Secured Notes to the extent lawful.



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          Wherever in this Senior Secured Notes Indenture, the Senior Secured Notes or any Senior
Secured Note Guarantee there is mentioned, in any context:




     (1) the payment of principal,




     (2) redemption prices or purchase prices in connection with a redemption or
purchase of the Senior Secured Notes,




     (3) interest, or




     (4) any other amount payable on or with respect to any of the Senior Secured
Notes or any Senior Secured Note Guarantee,



          such reference shall be deemed to include payment of Additional Amounts as set forth in
Section 4.15 to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.



          SECTION 4.02. Reports and Other Information. (a) Notwithstanding that RGHL or the
Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
or otherwise report on an annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to rules and regulations promulgated by the SEC, RGHL (and the
Issuers) will file with the SEC (and provide the Trustee and holders of the Senior Secured Notes
with copies thereof, without cost to each holder, within 15 days after it files them with the SEC):




     (i) within the time period specified in the SEC’s rules and regulations, annual reports
on Form 20-F (or any successor or comparable form applicable to RGHL or the Issuers within
the time period for non-accelerated filers to the extent such term is applicable to such
form) containing the information required to be contained therein (or required in such
successor or comparable form); provided, however, that, prior to the filing of the Senior
Secured Notes Exchange Offer Registration Statement or the Senior Secured Notes Shelf
Registration Statement, as the case may be, such report shall not be required to contain any
certification required by any such form or by law;




     (ii) within 60 days after the end of each fiscal quarter, other than the fourth fiscal
quarter of any year, the information that would be required by a report on Form 10-Q (or any
successor or comparable form applicable to RGHL or the Issuers) (which information, if RGHL
and the Issuers are not required to file reports on Form 10-Q, will be filed on Form 6-K (or
any successor or comparable form applicable to RGHL or the Issuers)); provided, however,
that prior to the filing of the Senior Secured Notes Exchange Offer Registration Statement
or the Senior Secured Notes Shelf Registration Statement, as the case may be, such report
shall not be required to contain any certification required by any such form or by law; and




     (iii) promptly from time to time after the occurrence of an event required to be
reported on Form 8-K (or any successor or comparable form applicable to RGHL or the
Issuers), the information that would be required by a Form 8-K (or any successor or
comparable form applicable to RGHL or the Issuers) (which information, if RGHL and



75









 







the
Issuers are not required to file reports on Form 8-K will be filed on Form 6-K (or any
successor or comparable form applicable to RGHL or the Issuers));


provided, however, that RGHL (and the Issuers) shall not be so obligated to file such reports with
the SEC if the SEC does not permit such filing, in which event RGHL (or the Issuers) will post the
reports specified in the first sentence of this paragraph on its website within the time periods
that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL
will make available such information to prospective purchasers of Senior Secured Notes, in addition
to providing such information to the Trustee and the holders of the Senior Secured Notes, in each
case within 15 days after the time RGHL would be required to file such information with the SEC if
it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, RGHL
and the Issuers may satisfy the foregoing reporting requirements (i) prior to the filing with the
SEC of the Senior Secured Notes Exchange Offer Registration Statement, or if the Senior Secured
Notes Exchange Offer Registration Statement is not filed within the applicable time limits pursuant
to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes Shelf
Registration Statement, by providing the Trustee and the secured noteholders with (x) substantially
the same information as would be required to be filed with the SEC by RGHL and the Issuers on Form
20-F (or any successor or comparable form applicable to RGHL or the Issuers) if they were subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 90 days after the
end of the applicable fiscal year and (y) substantially the same information as would be required
to be filed with the SEC by RGHL and the Issuers on Form 10-Q (or any successor or comparable form
applicable to RGHL or the Issuers) if they were subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act within 60 days after the end of the applicable fiscal quarter and (ii)
after filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement, or if the
Senior Secured Notes Exchange Offer Registration Statement is not filed within the applicable time
limits pursuant to the Senior Secured Notes Registration Rights Agreement, the Senior Secured Notes
Shelf Registration Statement, but prior to the effectiveness of the Senior Secured Notes Exchange
Offer Registration Statement or Senior Secured Notes Shelf Registration Statement, by publicly
filing with the SEC the Senior Secured Notes Exchange Offer Registration Statement or Senior
Secured Notes Shelf Registration Statement, to the extent any such registration statement contains
substantially the same information as would be required to be filed by RGHL and the Issuers if they
were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by
providing the Trustee and the noteholders with such registration statement (and amendments thereto)
promptly following the filing with the SEC thereof.




          (b) Notwithstanding the provisions of Section 4.02(a), the annual reports, information,
documents and other reports filed with the SEC will include all of the information, with respect to
the financial condition and results of operations of BP I and BP II on a combined basis separate
from the financial condition and results of operations from RGHL on a consolidated basis, that
RGHL, BP I and BP II are required, as of the Issue Date, to include in information, documents and
other reports made available pursuant to the 2009 Indenture (such information, the “Required
Financial Information”). If, at any time after the Issue Date, RGHL’s, BP I’s or BP II’s
obligations to provide the Required Financial Information shall cease to be in full force and
effect, RGHL, BP I and BP II shall make available to the Trustee and the noteholders information
substantially equivalent to the Required Financial Information as if their



76









 







obligations to provide
such information under the 2009 Indenture remained in full force and effect.



          (c) Notwithstanding the provisions of Sections 4.02(a) and (b), RGHL will be deemed to have
furnished such reports referred to above to the Trustee and the holders of the Senior Secured Notes
if RGHL has filed such reports with the SEC via the EDGAR filing system and such reports are
publicly available.



          (d) So long as any of the Senior Secured Notes remain outstanding and during any period
during which BP I or the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, or
otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g 3-2(b) of the
Exchange Act, each Issuer will make available to the holders of the Senior Secured Notes and to
prospective investors, upon their request, the information required to be delivered by Rule
144A(d)(4) under the Securities Act.



          SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock. (a) (i) Each of BP I and BP II will not, and will not permit any
Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired
Indebtedness) or issue any shares of Disqualified Stock; and (ii) each of BP I and BP II will not
permit any Restricted Subsidiaries (other than a Senior Secured Note Guarantor) to issue any shares
of Preferred Stock; provided, however, that BP I and BP II may Incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may
Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue
shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of BP I and BP II on a
combined basis for the most recently ended four full fiscal quarters for which combined internal
financial statements of BP I and BP II are available immediately preceding the date on which such
additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would
have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the
Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the
amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be
issued pursuant to the foregoing by Restricted Subsidiaries that are not the Issuers or Senior
Secured Note Guarantors shall not exceed $20.0 million at any one time outstanding.



          (b) The foregoing limitations will not apply to (collectively, “Permitted Debt”):




     (i) the Incurrence by BP I, BP II or any Restricted Subsidiaries of Indebtedness under
(A) the Credit Agreement and the issuance and creation of letters of credit and bankers’
acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have
a principal amount equal to the face amount thereof) in an aggregate principal amount not to
exceed (1) $4,325.0 million of term loan facilities, plus (2) €250.0 million of term loan
facilities, plus (3) $120.0 million of revolving credit facilities and ancillary facilities
that relate to revolving



77









 







credit facilities, plus (4) €80.0 million of revolving credit
facilities and ancillary facilities that relate to revolving credit facilities and (B) Local
Facility Agreements in an aggregate principal amount not to exceed €80.0 million;




     (ii) the Incurrence by the Issuers and the Senior Secured Note Guarantors of
Indebtedness represented by the Senior Secured Notes (not including any Additional Senior
Secured Notes) and the Senior Secured Note Guarantees;




     (iii) (A) Indebtedness existing on the Issue Date (other than Indebtedness described in
clauses (i) and (ii) of this Section 4.03(b)), (B) the Incurrence by the Issuers and the
Senior Note Guarantors of Indebtedness represented by the Senior Notes issued on the
Issue Date (but not including any additional Senior Notes) and the Senior Note Guarantees
with respect to such Senior Notes and (C) any Indebtedness and Preferred Stock of a
Disqualified Subsidiary existing upon consummation of the Graham Packaging Acquisition;




     (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by BP I, BP II or
any Restricted Subsidiaries, Disqualified Stock issued by BP I, BP II or any Restricted
Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries to finance (whether
prior to or within 270 days after) the purchase, lease, construction or improvement of
property (real or personal) or equipment (whether through the direct purchase of assets or
the Capital Stock of any Person owning such assets) and Indebtedness, Disqualified Stock or
Preferred Stock of a Restricted Subsidiary that serves to refund, refinance or defease any
of the foregoing; provided that the aggregate amount of all Indebtedness outstanding
pursuant to this clause (iv) shall not at any time exceed 2.0% of Total Assets;




     (v) Indebtedness Incurred by BP I, BP II or any Restricted Subsidiaries constituting
reimbursement obligations with respect to letters of credit and bank guarantees issued in
the ordinary course of business, including without limitation letters of credit in respect
of workers’ compensation claims, health, disability or other benefits to employees or former
employees or their families or property, casualty or liability insurance or self-insurance,
and letters of credit in connection with the maintenance of, or pursuant to the requirements
of, environmental or other permits or licenses from governmental authorities, or other
Indebtedness with respect to reimbursement type obligations regarding workers’ compensation
claims;




     (vi) Indebtedness arising from agreements of BP I, BP II or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each
case, Incurred in connection with the Transactions or any other acquisition or disposition
of any business, assets or a Subsidiary of BP I or BP II in accordance with the terms of
this Senior Secured Notes Indenture, other than guarantees of Indebtedness Incurred by any
Person acquiring all or any portion of such business, assets or Subsidiary for the purpose
of financing such acquisition;




     (vii) Indebtedness of BP I or BP II to a Restricted Subsidiary; provided that, except
in respect of intercompany current liabilities incurred in the ordinary course of business
in connection with the cash management operations of BP I, BP II and the Restricted
Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not one of the



78









 







Issuers or a Senior Secured Note Guarantor shall within 90 days of the Issue Date, to the
extent legally permitted, be subordinated in right of payment to the obligations of the
Issuers under the Senior Secured Notes or the obligations of BP I under its Senior Secured
Note Guarantee, as applicable; provided further, however, that any subsequent issuance or
transfer of any Capital Stock or any other event that results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such Indebtedness (except to BP I, BP II or a Restricted Subsidiary or any pledge of such
Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an
Incurrence of such Indebtedness not permitted by this clause (vii);




     (viii) shares of Preferred Stock of a Restricted Subsidiary issued to BP I, BP II or a
Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital
Stock or any other event which results in any Restricted Subsidiary that holds such shares
of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any other subsequent transfer of any such shares of Preferred Stock (except to BP I, BP II
or a Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of
Preferred Stock not permitted by this clause (viii);




     (ix) Indebtedness of a Restricted Subsidiary to BP I, BP II or another Restricted
Subsidiary; provided that except in respect of intercompany current liabilities incurred in
the ordinary course of business in connection with the cash management operations of BP I,
BP II and the Restricted Subsidiaries, if a Senior Secured Note Guarantor Incurs such
Indebtedness to a Restricted Subsidiary that is not one of the Issuers or a Senior Secured
Note Guarantor, such Indebtedness shall within 90 days of the Issue Date, to the extent
legally permitted, be subordinated in right of payment to the Senior Secured Note Guarantee
of such Senior Secured Note Guarantor; provided further that any subsequent issuance or
transfer of any Capital Stock or any other event that results in any Restricted Subsidiary
holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such Indebtedness (except to BP I, BP II or another Restricted Subsidiary or
any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each
case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);




     (x) Hedging Obligations that are Incurred not for speculative purposes but (A) for the
purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is
permitted by the terms of this Senior Secured Notes Indenture to be outstanding; (B) for the
purpose of fixing or hedging currency exchange rate risk with respect to any currency
exchanges; or (C) for the purpose of fixing or hedging commodity price risk with respect to
any commodity purchases or sales;




     (xi) obligations in respect of performance, bid, appeal and surety bonds and completion
guarantees provided by BP I, BP II or any Restricted Subsidiary in the ordinary course of
business or consistent with past practice;




     (xii) (A) any guarantee by BP I, BP II or a Restricted Subsidiary of Indebtedness or
other obligations of BP I, BP II or any Restricted Subsidiaries so long as the Incurrence of
such Indebtedness Incurred by BP I, BP II or such Restricted Subsidiary was not in



79









 







violation
of the terms of this Senior Secured Notes Indenture; provided, however, that any such
guarantee by a Disqualified Subsidiary is limited to Indebtedness or other obligations of
Disqualified Subsidiaries; or (B) Indebtedness of BP I, BP II or any Restricted Subsidiary
arising by reason of any Lien permitted to be granted or to subsist pursuant to Section 4.12
and so long as the Indebtedness secured by such Lien was not incurred in violation of this
Senior Secured Notes Indenture;




     (xiii) the Incurrence by BP I, BP II or a Restricted Subsidiary of Indebtedness or
Disqualified Stock or Preferred Stock of a Restricted Subsidiary, in either case, that
serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or
Preferred Stock issued as permitted under Section 4.03(a) or clauses (ii), (iii),
(xiii) and (xiv) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or
Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or
Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred
Stock Incurred to pay premiums (including tender premium), defeasance costs and fees in
connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to
its respective maturity; provided, however, that such Refinancing Indebtedness will be
Refinancing Indebtedness if and to the extent it:




     (A) has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is Incurred that is not less than the shorter of
(1) the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Stock or Preferred Stock being refunded, refinanced or defeased
and (2) the Weighted Average Life to Maturity that would result if all
payments of principal on the Indebtedness, Disqualified Stock and Preferred
Stock being refunded or refinanced that were due on or after the date one
year following the last maturity date of any Senior Secured Notes then
outstanding were instead due on such date one year following the last date
of maturity of the Senior Secured Notes (provided that any Refinancing
Indebtedness Incurred in reliance on this subclause (A)(2) does not provide
for any scheduled principal payments prior to the maturity date of the
Senior Secured Notes in excess of, or prior to, the scheduled principal
payments due prior to such maturity for the Indebtedness, Disqualified Stock
or Preferred Stock being refunded or refinanced or defeased);




     (B) has a Stated Maturity that is not earlier than the earlier of (1)
the Stated Maturity of the Indebtedness being refunded, refinanced or
defeased or (2) 91 days following the maturity date of the Senior Secured
Notes;




     (C) refinances (1) Indebtedness junior to the Senior Secured Notes or
any Senior Secured Note Guarantee, such Refinancing Indebtedness is junior
to the Senior Secured Notes or the Senior Secured Note Guarantee of such
Senior Secured Note Guarantor, as applicable, or (2) Disqualified Stock or
Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or
Preferred Stock; and



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     (D) does not include (1) Indebtedness of BP I, BP II or a Restricted
Subsidiary that is not one of the Issuers or a Senior Secured Note Guarantor
that refinances, refunds or defeases Indebtedness of BP I, BP II, any Issuer
or any Senior Secured Note Guarantor, (2) Indebtedness of BP I, BP II or a
Restricted Subsidiary that refinances, refunds or defeases Indebtedness of
an Unrestricted Subsidiary, or (3) Indebtedness of a Disqualified Subsidiary
that refinances, refunds or defeases Indebtedness of a Disqualified
Subsidiary;




     (xiv) Indebtedness, Disqualified Stock or Preferred Stock of (A) BP I, BP II or a
Restricted Subsidiary Incurred to finance an acquisition, merger, consolidation or
amalgamation or (B) Persons that constitutes Acquired Indebtedness; provided, however, that
after giving effect to such acquisition or merger, consolidation or amalgamation, BP I or BP
II would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first sentence of Section 4.03(a) or the
Fixed Charge Coverage Ratio of BP I and BP II on a combined basis would be greater than
immediately prior to such acquisition or merger, consolidation or amalgamation;




     (xv) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables
Financing that is not with recourse to BP I, BP II or any Restricted Subsidiary other than a
Receivables Subsidiary (except for Standard Securitization Undertakings);




     (xvi) Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided that such Indebtedness is extinguished within five Business
Days of its Incurrence;




     (xvii) Indebtedness of BP I, BP II or any Restricted Subsidiary supported by a letter
of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount
not in excess of the stated amount of such letter of credit;




     (xviii) Indebtedness representing deferred compensation or other similar arrangements
to employees and directors of BP I, BP II or any Restricted Subsidiary Incurred in the
ordinary course of business or in connection with the Transactions (including as a result of
the cancellation or vesting of outstanding options and other equity-based awards in
connection therewith), an acquisition or any other Permitted Investment;




     (xix) Indebtedness of BP I, BP II or any Restricted Subsidiary consisting of (A) the
financing of insurance premiums or (B) take-or-pay obligations contained in supply
arrangements, in each case, in the ordinary course of business;




     (xx) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of,
joint ventures of BP I, BP II or any Restricted Subsidiary not in excess, at any one time
outstanding, of 0.5% of Total Assets at the time of Incurrence;




     (xxi) Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary
and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted



81









 







hereunder in an aggregate principal amount or liquidation preference, which when aggregated
with the principal amount or liquidation preference of all other Indebtedness, Disqualified
Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xxi), does
not exceed 4.25% of Total Assets at the time of Incurrence (subject to Section 4.03(c), it
being understood that any Indebtedness Incurred under this clause (xxi) shall cease to be
deemed Incurred or outstanding for purposes of this clause (xxi) but shall be deemed
Incurred for purposes of Section 4.03(a) from and after the first date on which
BP I, BP II or the Restricted Subsidiary, as the case may be, could have Incurred such
Indebtedness under Section 4.03(a) without reliance upon this clause (xxi));




     (xxii) Indebtedness or Disqualified Stock of BP I, BP II or any Restricted Subsidiary
and Preferred Stock of BP I, BP II or any Restricted Subsidiary not otherwise permitted
hereunder and Refinancing Indebtedness thereof in an aggregate principal amount or
liquidation preference not exceeding at any one time outstanding 200.0% of the net cash
proceeds received by BP I, BP II and the Restricted Subsidiaries since immediately after the
Issue Date from the issue or sale of Equity Interests or Subordinated Shareholder Funding of
BP I, BP II or any direct or indirect parent entity of BP I or BP II (which proceeds are
contributed to BP I, BP II or a Restricted Subsidiary) or cash contributed to the capital of
BP I or BP II (in each case other than proceeds of Disqualified Stock or sales of Equity
Interests to, or contributions received from, BP I, BP II or any of their respective
Subsidiaries and other than in connection with the Transactions) as determined in accordance
with clauses (2) and (3) of the definition of “Cumulative Credit” to the extent such net
cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or
to make Permitted Investments (other than Permitted Investments specified in clauses (1) and
(3) of the definition thereof);




     (xxiii) Indebtedness arising as a result of implementing composite accounting or other
cash pooling arrangements involving solely BP I, BP II and the Restricted Subsidiaries or
solely among Restricted Subsidiaries and entered into in the ordinary course of business and
netting, overdraft protection and other arrangements among BP I, BP II, any Restricted
Subsidiary and a bank arising under standard business terms of such bank at which BP I, BP
II or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar
arrangement;




     (xxiv) Indebtedness consisting of Indebtedness issued by BP I, BP II or a Restricted
Subsidiary to current or former officers, directors and employees thereof or any direct or
indirect parent thereof, their respective estates, spouses or former spouses, in each case
to finance the purchase or redemption of Equity Interests of BP I, BP II or any of their
direct or indirect parent companies to the extent described in Section 4.04(b)(iv);




     (xxv) Indebtedness of BP I or any of its Restricted Subsidiaries consisting of
obligations (including guarantees thereof) to repurchase equipment sold to customers or
third party leasing companies pursuant to the terms of sale of such equipment in the
ordinary course of business;



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     (xxvi) without limiting Section 4.03(b)(i), Indebtedness under local overdraft and
other local working capital facilities in an aggregate principal amount not to exceed €125.0
million; and




     (xxvii) Indebtedness in the form of deferred payment obligations under any arrangement
permitted by Section 4.04(b)(xii).




     Notwithstanding the foregoing, none of the Issuers and any Senior Secured Note
Guarantors will Incur any Indebtedness as any Permitted Debt if the proceeds thereof are
used, directly or indirectly, to refinance any Subordinated Indebtedness of such Issuer or
any Senior Secured Note Guarantor unless such Indebtedness shall be subordinated to the
Senior Secured Notes or the applicable Senior Secured Note Guarantee to at least the same
extent as such Subordinated Indebtedness.




     Notwithstanding the foregoing, a Disqualified Subsidiary may not Incur any Indebtedness
or issue any shares of Preferred Stock unless such Indebtedness or Preferred Stock is
Incurred or issued as Permitted Debt pursuant to clause (iii), (iv), (v), (vi), (viii),
(ix), (x), (xi), (xii), (xiii), (xvi), (xvii), (xviii), (xix), (xxi), (xxii), (xxiii) or
(xxvi) of the definition thereof; provided, however, that the aggregate amount of such
Indebtedness and Preferred Stock of all Disqualified Subsidiaries outstanding at any time
pursuant to such clauses (xxi) and (xxii) shall not exceed $25.0 million.



          (c) For purposes of determining compliance with this Section 4.03:




     (i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock
(or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness described in clauses 4.03(b)(i) through (xxvii) or is entitled to be Incurred
pursuant to Section 4.03(a), the Issuers shall, in their sole discretion, classify or
reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) in any manner that complies with this
Section 4.03; provided, however, that (A) Indebtedness under the Credit Agreement
outstanding on the Issue Date shall be deemed to have been Incurred pursuant to Section
4.03(b)(i)(A) and the Issuers shall not be permitted to reclassify all or any portion of
such Indebtedness under the Credit Agreement outstanding on the Issue Date, (B) Indebtedness
Incurred as incremental term loan borrowings under the Senior Secured Credit Facilities on
the Escrow Release Date shall be deemed to have been Incurred pursuant to Section
4.03(b)(i)(A) and the Issuers shall not be permitted to reclassify all or any portion of
such Indebtedness and (C) the Issuers shall not be permitted to reclassify all or any
portion of any Secured Indebtedness Incurred as Permitted Debt unless at the time of such
reclassification the Issuers could secure such Secured Indebtedness pursuant to clause (6)
of the definition of “Permitted Liens;” and




     (ii) the Issuers will be entitled to divide and classify an item of Indebtedness in
more than one of the types of Indebtedness described in Sections 4.03(a) and (b) above, and
in that connection shall be entitled to treat a portion of such Indebtedness as having been
Incurred under Section 4.03(a) and thereafter the remainder of such Indebtedness having been
Incurred under Section 4.03(b).



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          (d) Accrual of interest, the accretion of accreted value, the payment of interest or
dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as
applicable, accretion of original issue discount or liquidation preference and increases in the
amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred
Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of
credit
relating to, Indebtedness that is otherwise included in the determination of a particular
amount of Indebtedness shall not be included in the determination of such amount of Indebtedness;
provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit,
as the case may be, was in compliance with this Section 4.03.



          (e) For purposes of determining compliance with this Section 4.03, (i) the Euro Equivalent of
the principal amount of Indebtedness denominated in another currency shall be calculated based on
the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the
case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving
credit facility; provided that (a) if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a currency other than euro, and such refinancing would cause the applicable
euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to
have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced; (b) the Euro Equivalent of the
principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based
on the relevant currency exchange rate in effect on the Issue Date; and (c) if any such
Indebtedness is subject to a Currency Agreement with respect to the currency in which such
Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness,
the amount of such Indebtedness and such interest and premium, if any, shall be determined after
giving effect to all payments in respect thereof under such Currency Agreements and (ii) the US
Dollar Equivalent of the principal amount of Indebtedness denominated in another currency shall be
calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred
under a revolving credit facility; provided that (a) if such Indebtedness is Incurred to refinance
other Indebtedness denominated in a currency other than US Dollars, and such refinancing would
cause the applicable US Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such US Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced; (b) the US Dollar Equivalent of the principal amount of any such Indebtedness
outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in
effect on the Issue Date; and (c) if any such Indebtedness is subject to a Currency Agreement with
respect to the currency in which such Indebtedness is denominated covering principal, premium, if
any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and
premium, if any, shall be determined after giving effect to all payments in respect thereof under
such Currency Agreements.



          (f) Notwithstanding any other provision of this Section 4.03, the maximum amount of
Indebtedness that BP I, BP II and the Restricted Subsidiaries may Incur pursuant to this Section
4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness,



84









 







solely as a
result of fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the
date of such refinancing.



          (g) For all purposes of this Senior Secured Notes Indenture, (1) unsecured Indebtedness will
not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured,
(2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior
Indebtedness merely because it has junior priority with respect to the same collateral, (3)
Indebtedness of such Person which is not guaranteed will not be treated as subordinated or junior
to Indebtedness that is guaranteed merely because of such guarantee and (4) Indebtedness under any
Secured Indebtedness will not be deemed to be subordinated because of the application of waterfall
or other payment-ordering or collateral-sharing provisions affecting any such Secured Indebtedness.



          SECTION 4.04. Limitation on Restricted Payments. (a) BP I and BP II will not, and
will not permit any Restricted Subsidiaries to, directly or indirectly:




     (i) declare or pay any dividend or make any distribution on account of BP I’s, BP II’s
or any Restricted Subsidiaries’ Equity Interests or pay any amounts in respect of
Subordinated Shareholder Funding, including any payment made in connection with any merger,
amalgamation or consolidation involving BP I or BP II (other than (A) dividends or
distributions by BP I or BP II payable solely in Equity Interests (other than Disqualified
Stock) of BP I or BP II or in Subordinated Shareholder Funding of BP I or BP II; (B)
dividends or distributions payable to BP I, BP II or a Restricted Subsidiary or (C) in the
case of any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted
Subsidiary, such dividends or distributions paid to minority shareholders; provided that BP
I, BP II or a Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of securities
(except to the extent non-pro rata payments of such dividends or distributions are required
by law or under the terms of any agreement in effect on the Issue Date);




     (ii) purchase or otherwise acquire or retire for value any Equity Interests of BP I, BP
II or any direct or indirect parent of BP I or BP II, in each case held by Persons other
than BP I, BP II or a Restricted Subsidiary;




     (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment or scheduled
maturity, any Subordinated Shareholder Funding, any Subordinated Indebtedness (including the
2007 Senior Subordinated Notes) of BP I, BP II, the Issuers or any Senior Secured Note
Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or
retirement of (A) Subordinated Indebtedness (including the 2007 Senior Subordinated Notes)
in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such payment, redemption,
repurchase, defeasance, acquisition or retirement and (B) any Subordinated



85









 







Indebtedness
between any of BP I, BP II and any Restricted Subsidiary or between any of the Restricted
Subsidiaries); or




     (iv) make any Restricted Investment,


(all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:





     (1) no Default shall have occurred and be continuing or would occur as a
consequence thereof;




     (2) immediately after giving effect to such transaction on a pro forma basis,
BP I or BP II could Incur $1.00 of additional Indebtedness under the provisions of
Section 4.03(a); and




     (3) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by BP I, BP II and the Restricted Subsidiaries after the RP
Reference Date (and not returned or rescinded) (including Restricted Payments
permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid
pursuant to such clause), (vi) and (viii) of Section 4.04(b), but excluding all
other Restricted Payments permitted by Section 4.04(b)), is less than the amount
equal to the Cumulative Credit.



          (b) The provisions of Section 4.04(a) will not prohibit:




     (i) the payment of any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the
provisions of this Senior Secured Notes Indenture;




     (ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity
Interests (“Retired Capital Stock”) or Subordinated Indebtedness (including the 2007 Senior
Subordinated Notes) or Subordinated Shareholder Funding of BP I, BP II, any direct or
indirect parent of BP I, BP II or any Restricted Subsidiary in exchange for, or out of the
proceeds of, the substantially concurrent sale of, Equity Interests or Subordinated
Shareholder Funding of BP I, BP II or any direct or indirect parent of BP I or BP II or
contributions to the equity capital of BP I or BP II (other than any Disqualified Stock or
any Equity Interests sold to a Subsidiary of BP I or BP II) (collectively, including any
such contributions, “Refunding Capital Stock”), and (B) the declaration and payment of
dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent
sale (other than to a Subsidiary of BP I or BP II) of Refunding Capital Stock;




     (iii) the redemption, repurchase, defeasance or other acquisition or retirement of
Subordinated Indebtedness (including the 2007 Senior Subordinated Notes) of BP I, BP II or
any Senior Secured Note Guarantor made by exchange for, or out of the proceeds of the
substantially concurrent sale of, new Indebtedness of BP I, BP II or a Senior Secured Note
Guarantor which is Incurred in accordance with Section 4.03 so long as:



86









 






     (A) the principal amount (or accreted value, if applicable) of such new
Indebtedness does not exceed the principal amount (or accreted value, if
applicable), plus any accrued and unpaid interest and premiums (if any), of
the Subordinated Indebtedness being so redeemed, repurchased, defeased,
acquired or retired for value (plus the amount of any premium
required to be paid under the terms of the instrument governing the
Subordinated Indebtedness being so redeemed, repurchased, acquired or
retired, any tender premiums, and any defeasance costs, fees and expenses
Incurred in connection therewith);




     (B) such Indebtedness is subordinated to the Senior Secured Notes or
the related Senior Secured Note Guarantee, as the case may be, at least to
the same extent as such Subordinated Indebtedness so purchased, exchanged,
redeemed, repurchased, defeased, acquired or retired for value;




     (C) such Indebtedness has a final scheduled maturity date equal to or
later than the earlier of (1) the final scheduled maturity date of the
Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired
or retired or (2) 91 days following the maturity date of the Senior Secured
Notes; and




     (D) such Indebtedness has a Weighted Average Life to Maturity at the
time Incurred that is not less than the shorter of (1) the remaining
Weighted Average Life to Maturity of the Subordinated Indebtedness being so
redeemed, repurchased, defeased, acquired or retired and (2) the Weighted
Average Life to Maturity that would result if all payments of principal on
the Subordinated Indebtedness being redeemed, repurchased, defeased,
acquired or retired that were due on or after the date one year following
the last maturity date of any Senior Secured Notes then outstanding were
instead due on such date one year following the last date of maturity of the
Senior Secured Notes (provided that in the case of this subclause (D)(2),
such Indebtedness does not provide for any scheduled principal payments
prior to the maturity date of the Senior Secured Notes in excess of, or
prior to, the scheduled principal payments due prior to such maturity for
the Indebtedness, Disqualified Stock or Preferred Stock being refunded or
refinanced or defeased);




     (iv) a Restricted Payment to pay for the purchase, repurchase, retirement, defeasance,
redemption or other acquisition for value of Equity Interests of BP I, BP II or any direct
or indirect parent of BP I or BP II held by any future, present or former employee, director
or consultant of BP I, BP II or any direct or indirect parent of BP I or BP II or any
Subsidiary of BP I or BP II pursuant to any management equity plan or stock option plan or
any other management or employee benefit plan or other agreement or arrangement; provided,
however, that the aggregate Restricted Payments made under this clause (iv) do not exceed
$5.0 million in any calendar year (with unused amounts in any calendar year being permitted
to be carried over for the two succeeding calendar years subject to a maximum payment
(without giving effect to the following proviso) of



87









 







$10.0 million in any calendar year);
provided further, however, that such amount in any calendar year may be increased by an
amount not to exceed:




     (A) the cash proceeds received by BP I, BP II or any Restricted
Subsidiaries from the sale of Equity Interests (other than Disqualified
Stock) of BP I, BP II or any direct or indirect parent of BP I or BP II
(to the extent contributed to BP I or BP II) to members of management,
directors or consultants of BP I, BP II and the Restricted Subsidiaries or
any direct or indirect parent of BP I or BP II that occurs after the
Reference Date (provided that the amount of such cash proceeds utilized for
any such repurchase, retirement, other acquisition or dividend will not
increase the amount available for Restricted Payments under clause (2) of
the definition of Cumulative Credit); plus




     (B) the cash proceeds of key man life insurance policies received by BP
I, BP II or any direct or indirect parent of BP I or BP II (to the extent
contributed to BP I or BP II) or the Restricted Subsidiaries after the
Reference Date;




provided that the Issuers may elect to apply all or any portion of the aggregate increase
contemplated by clauses (A) and (B) above in any calendar year;




     (v) the declaration and payment of dividends or distributions to holders of any class
or series of Disqualified Stock of BP I, BP II or any Restricted Subsidiaries issued or
Incurred in accordance with Section 4.03;




     (vi) (A) the declaration and payment of dividends or distributions to holders of any
class or series of Designated Preferred Stock (other than Disqualified Stock) issued after
the Reference Date, (B) a Restricted Payment to any direct or indirect parent of BP I or BP
II, the proceeds of which will be used to fund the payment of dividends to holders of any
class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct
or indirect parent of BP I or BP II issued after the Reference Date and (C) the declaration
and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the
dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.04(b);
provided, however, that, (1) for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date of issuance of
such Designated Preferred Stock or the declaration of such dividends on Refunding Capital
Stock that is Preferred Stock, after giving effect to such issuance (and the payment of
dividends or distributions) on a pro forma basis, BP I and BP II would have had a Fixed
Charge Coverage Ratio of at least 2.00 to 1.00 on a combined basis and (2) the aggregate
amount of dividends declared and paid pursuant to subclauses (A) and (B) of this clause (vi)
does not exceed the net cash proceeds actually received by BP I and BP II from any such sale
or issuance of Designated Preferred Stock (other than Disqualified Stock) issued after the
Reference Date or contributed by Subordinated Shareholder Funding to BP I or BP II after the
Reference Date;



88









 






     (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value,
taken together with all other Investments made pursuant to this clause (vii) that are at
that time outstanding, not to exceed 1.0% of Total Assets at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);




     (viii) the payment of dividends on BP I’s or BP II’s ordinary shares (or a Restricted
Payment to any direct or indirect parent of BP I or BP II to fund the payment by such direct
or indirect parent of BP I or BP II of dividends on such entity’s ordinary shares) of up to
6% per annum of the net proceeds received by BP I or BP II from any public offering of
ordinary shares of BP I or BP II or any of their direct or indirect parents;




     (ix) Restricted Payments that are made with Excluded Contributions;




     (x) other Restricted Payments in an aggregate amount not to exceed €50.0 million at the
time made;




     (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to BP I, BP II or a Restricted Subsidiary by, Unrestricted Subsidiaries;




     (xii) Restricted Payments (A) to any direct or indirect parent of BP I or BP II in
amounts required for such parent to pay national, state or local income taxes (as the case
may be) imposed directly on such parent to the extent such income taxes are attributable to
the income of BP I, BP II and the Restricted Subsidiaries (including, without limitation, by
virtue of such parent being the common parent of a consolidated or combined tax group of
which BP I, BP II or the Restricted Subsidiaries are members) or (B) to RGHL or any of its
Affiliates relating to the transfer or surrender, in each case on arm’s-length terms, of any
tax losses or other tax assets that can be used by BP I, BP II or a Restricted Subsidiary;




     (xiii) the payment of dividends, other distributions or other amounts or the making of
loans or advances or any other Restricted Payment, if applicable:




     (A) in amounts required for any direct or indirect parent of BP I or BP
II, if applicable, to pay fees and expenses (including franchise or similar
taxes) required to maintain its corporate existence, customary salary, bonus
and other benefits payable to, and indemnities provided on behalf of,
officers, directors and employees of any direct or indirect parent of BP I
or BP II, if applicable, and general corporate operating and overhead
expenses (including, without limitation, compliance and reporting expenses)
of any direct or indirect parent of BP I or BP II, if applicable, in each
case to the extent such fees and expenses are attributable to the ownership
or operation of BP I or BP II, if applicable, and their respective
Subsidiaries; provided that for so long as such direct or indirect parent
owns no material assets other than Equity Interests in



89









 







BP I or BP II or any
direct or indirect parent of BP I or BP II, such fees and expenses shall be
deemed for purposes of this clause (xiii)(A) to be attributable to such
ownership or operation;




     (B) in amounts required for any direct or indirect parent of BP I or BP
II, if applicable, to pay interest and principal on Indebtedness the
proceeds of which have been contributed to BP I, BP II or any
Restricted Subsidiaries and that has been guaranteed by, or is otherwise
considered Indebtedness of, BP I or BP II Incurred in accordance with
Section 4.03; and




     (C) in amounts required for any direct or indirect parent of BP I or BP
II to pay fees and expenses, other than to Affiliates of BP I or BP II,
related to any unsuccessful equity or debt offering of such parent.




     (xiv) Restricted Payments used to fund the Transactions, the 2009 Post-Closing
Reorganization and the payment of fees and expenses incurred in connection with the
Transactions and the 2009 Post-Closing Reorganization (including as a result of the
cancellation or vesting of outstanding options and other equity-based awards in connection
therewith) as described in the Offering Circular (including payments made pursuant to the
Acquisition Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition
Documents, the Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document,
the Dopaco Acquisition Document or the Graham Packaging Acquisition Document, whether
payable on the Issue Date or thereafter) or owed by BP I or BP II or any direct or indirect
parent of BP I or BP II, as the case may be, or any Restricted Subsidiary to Affiliates for
services rendered or goods sold, in each case to the extent permitted by Section 4.07;




     (xv) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;




     (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in
connection with a Qualified Receivables Financing and the payment or distribution of
Receivables Fees;




     (xvii) payments of cash, or dividends, distributions, advances or other Restricted
Payments by BP I, BP II or any Restricted Subsidiary to allow the payment of cash in lieu of
the issuance of fractional shares upon the exercise of options or warrants or upon the
conversion or exchange of Capital Stock of any such Person;




     (xviii) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness constituting Acquired Indebtedness or any other Subordinated
Indebtedness (including the 2007 Senior Subordinated Notes) pursuant to the provisions
similar to those described under Sections 4.06 and 4.08; provided that all Senior Secured
Notes tendered by holders of the Senior Secured Notes in connection with a Change of Control
or Asset Sale Offer, as applicable, have been repurchased, redeemed



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or acquired for value in
accordance with the terms of this Senior Secured Notes Indenture;




     (xix) payments or distributions to dissenting stockholders pursuant to applicable law
or in connection with a consolidation, amalgamation, merger or transfer of all or
Substantially All of the assets of BP I, BP II and the Restricted Subsidiaries, taken as a
whole, that complies with Section 5.01; provided that as a result of such
consolidation, amalgamation, merger or transfer of assets, the Issuers shall have made a
Change of Control Offer (if required by this Senior Secured Notes Indenture) and that all
Senior Secured Notes tendered by holders in connection with such Change of Control Offer
have been repurchased, redeemed or acquired for value; and




     (xx) Restricted Payments in an amount not to exceed an aggregate of €25.0 million made
with the proceeds of the sale of Non-Strategic Land in accordance with Section 4.06;


provided, however, that at the time of, and after giving effect to any Restricted Payment permitted
under clauses (x), (xi) and (xx) of this Section 4.04(b), no Default shall have occurred and be
continuing or would occur as a consequence thereof.




          (c) The Escrow Issuers will be Unrestricted Subsidiaries. As of the Escrow Release Date, BP
II will not have any Subsidiaries and all of BP I’s Subsidiaries, including the Issuers, will be
Restricted Subsidiaries. BP I and BP II will not permit any Unrestricted Subsidiary to become a
Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary”. For purposes
of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by BP I, BP II and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated will be deemed to be Restricted Payments in an amount determined as set forth in the
last sentence of the definition of “Investments”. Such designation will only be permitted if a
Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary.



          SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. (a)
BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:




     (i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted
Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or
participation in, or measured by, its profits; or (B) pay any Indebtedness owed to BP I, BP
II or any Restricted Subsidiaries;




     (ii) make loans or advances to BP I, BP II or any Restricted Subsidiaries; or




     (iii) sell, lease or transfer any of its properties or assets to BP I, BP II or any
Restricted Subsidiaries;


except in each case for such encumbrances or restrictions existing under or by reason of:




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     (1) contractual encumbrances or restrictions in effect on the Issue Date,
including pursuant to the Senior Secured Credit Facilities, Local Facilities, local
overdraft and other local working capital facilities, the Senior Notes Indenture,
the February 2011 Senior Secured Indenture, the February 2011 Senior Indenture, the
October 2010 Senior Secured Indenture, the October 2010 Senior Indenture, the May
2010 Indenture, the 2009 Indenture, 2007 Senior Note Indenture, the
2007 Senior Subordinated Notes Indenture, and the 2007 UK Intercreditor
Agreement, the February 2011 Security Documents, the October 2010 Security
Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the
security documents with respect to the Senior Secured Credit Facilities and the
Local Facilities;




     (2) this Senior Secured Notes Indenture, the Senior Secured Notes (and
guarantees thereof), the Security Documents and the First Lien Intercreditor
Agreement, any Currency Agreement, any agreement or instrument creating a Hedging
Obligation and any Additional Intercreditor Agreements;;




     (3) applicable law or any applicable rule, regulation or order;




     (4) any agreement or other instrument of a Person acquired by BP I, BP II or
any Restricted Subsidiary which was in existence at the time of such acquisition
(but not created in contemplation thereof or to provide all or any portion of the
funds or credit support utilized to consummate such acquisition), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person and its Subsidiaries, or the property or assets of the
Person and its Subsidiaries, so acquired;




     (5) contracts or agreements for the sale of assets, including any restriction
with respect to a Restricted Subsidiary imposed pursuant to an agreement entered
into for the sale or disposition of the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition;




     (6) any Restricted Investment not prohibited by Section 4.04 and any Permitted
Investment;




     (7) restrictions on cash or other deposits or net worth imposed by regulatory
authorities (including with respect to tax obligations and value-added taxes), in
connection with deductions made for tax, pension, national insurance and other
similar purposes or for the benefit of customers under contracts entered into in the
ordinary course of business;




     (8) customary provisions in joint venture agreements, similar agreements
relating solely to such joint venture and other similar agreements entered into in
the ordinary course of business;




     (9) Capitalized Lease Obligations and purchase money obligations for property
acquired in the ordinary course of business;



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     (10) customary provisions contained in leases (other than financing or similar
leases), licenses and other similar agreements entered into in the ordinary course
of business;




     (11) any encumbrance or restriction of a Receivables Subsidiary effected in
connection with a Qualified Receivables Financing; provided, however, that such
restrictions apply only to such Receivables Subsidiary;




     (12) any encumbrance or restriction arising pursuant to an agreement or
instrument relating to any Indebtedness permitted to be Incurred subsequent to the
Issue Date by Section 4.03 (A) if the encumbrances and restrictions contained in any
such agreement or instrument taken as a whole are not materially less favorable to
the holders of the Senior Secured Notes than the encumbrances and restrictions
contained in the Senior Secured Credit Facilities as of the Issue Date (as
determined in good faith by the Issuers) or (B) if such encumbrance or restriction
is not materially more disadvantageous to the holders of the Senior Secured Notes
than is customary in comparable financings (as determined in good faith by the
Issuers) and either (x) the Issuers determine that such encumbrance or restriction
will not materially affect the Issuers’ ability to make principal or interest
payments on the Senior Secured Notes as and when they come due or (y) such
encumbrance or restriction applies only if a default occurs in respect of a payment
or financial covenant relating to such Indebtedness;




     (13) any encumbrances or restrictions of the type referred to in clause (iii)
of Section 4.05(a) above existing by reason of any Lien permitted under Section
4.12;




     (14) any encumbrances or restrictions of the type referred to in clauses (i),
(ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses (1)
through (13) above; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are, in
the good faith judgment of the Issuers, no more restrictive with respect to such
dividend and other payment restrictions than those contained in the dividend or
other payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; and




     (15) restrictions on cash or other deposits or net worth imposed by customers
under agreements entered into in the ordinary course of business.



          (b) For purposes of determining compliance with this Section 4.05, (i) the priority of any
Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the
ability to make distributions on Capital Stock and (ii) the subordination of (or remedy bars in
respect of) loans or advances made to BP I, BP II or a Restricted Subsidiary to other Indebtedness



93









 







Incurred by BP I, BP II or any such Restricted Subsidiary shall not be deemed a restriction on the
ability to make loans or advances.



          SECTION 4.06. Asset Sales. (a) BP I and BP II will not, and will not permit any
Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) BP I, BP II or any Restricted
Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (y) at least
75% of the consideration therefor received by BP I, BP II or such Restricted Subsidiary, as the
case may be, is in the form of Cash Equivalents; provided that for purposes of clause (y) the
amount of:




     (i) any liabilities (as shown on BP I’s, BP II’s or such Restricted Subsidiary’s most
recent balance sheet or in the notes thereto) of BP I, BP II or any Restricted Subsidiary
(other than liabilities that are by their terms subordinated to the Senior Secured Notes or
any Senior Secured Note Guarantee) that are assumed by the transferee of any such assets,




     (ii) any notes or other obligations or other securities or assets received by BP I, BP
II or such Restricted Subsidiary from such transferee that are converted by BP I, BP II or
such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent
of the cash received), and




     (iii) any Designated Non-cash Consideration received by BP I, BP II or any Restricted
Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with
all other Designated Non-cash Consideration received pursuant to this clause (c) that is at
that time outstanding, not to exceed 1.25% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and without giving
effect to subsequent changes in value),


shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a).




          (b) Within 12 months after BP I, BP II or any Restricted Subsidiary’s receipt of the Net
Proceeds of any Asset Sale, BP I, BP II or such Restricted Subsidiary may apply the Net Proceeds
from such Asset Sale, at its option:




     (i) to repay (A) Obligations constituting First Lien Obligations (and, if such
Indebtedness repaid is under a revolving credit facility, to correspondingly reduce
commitments with respect thereto); provided, however, that if any First Lien Obligations
other than the Senior Secured Notes are repaid with the Net Proceeds of any Asset Sale, the
Issuers will equally and ratably reduce Obligations under the Senior Secured Notes through
open-market purchases (provided that such purchases are at or above 100% of the principal
amount thereof) or by making an offer (in accordance with the procedures set forth below for
an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and additional interest, if any,
the pro rata principal amount of Senior Secured Notes or (B) Obligations constituting
Indebtedness of a Restricted Subsidiary of BP I that is not an Issuer or a Senior Secured
Note Guarantor, in the case of each of clauses (A) and (B), other than Indebtedness owed to
RGHL or its Affiliates;



94









 






     (ii) to make an investment in any one or more businesses (provided that if such
investment is in the form of the acquisition of Capital Stock of a Person, such acquisition
results in such Person becoming a Restricted Subsidiary of BP I if it is not already a
Restricted Subsidiary of BP I), assets, or property or capital expenditures (including
refurbishments), in each case used or useful in a Similar Business; or




     (iii) to make an investment in any one or more businesses (provided that if such
investment is in the form of the acquisition of Capital Stock of a Person, such acquisition
results in such Person becoming a Restricted Subsidiary of BP I), properties or assets that
replace the properties and assets that are the subject of such Asset Sale.



     In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment; provided that in the
event such binding commitment is later canceled or terminated for any reason before such Net
Proceeds are so applied, BP I, BP II or such Restricted Subsidiary enters into another binding
commitment (a “Second Commitment”) within nine months of such cancellation or termination of the
prior binding commitment; provided, further, that BP I, BP II or such Restricted Subsidiary may
only enter into a Second Commitment under the foregoing provision one time with respect to each
Asset Sale.



     Pending the final application of any such Net Proceeds, BP I, BP II or such Restricted
Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or
otherwise invest such Net Proceeds in any manner not prohibited by this Senior Secured Notes
Indenture. The Holders may not have control of, or a perfected security interest in, Net Proceeds
of any Collateral, which could have the effect of diminishing the value of, and ability to collect
with respect to, that Collateral. Any Net Proceeds from any Asset Sale that are not applied as
provided and within the time period set forth in the immediately two preceding paragraphs (it being
understood that any portion of such Net Proceeds used to make an offer to purchase Senior Secured
Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested
whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds”. When the
aggregate amount of Excess Proceeds exceeds €20.0 million, the Issuers shall make an offer to all
holders of Senior Secured Notes (and, at the option of the Issuers, to holders of any First Lien
Obligations of an Issuer or Senior Secured Note Guarantor or any other Indebtedness of a Restricted
Subsidiary of BP I that is not an Obligor) (an “Asset Sale Offer”) to purchase on a pro rata basis
the maximum principal amount of Senior Secured Notes (and such First Lien Obligations and other
Indebtedness), that is at least $100,000 and an integral multiple of $1,000 that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof (or, in the event such First Lien Obligations or other Indebtedness was issued with
significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid
interest and additional interest, if any (or, in respect of such First Lien Obligations or other
Indebtedness, such lesser price, if any, as may be provided for by the terms of such First Lien
Obligations or other Indebtedness), to the date fixed for the closing of such offer, in accordance
with the procedures set forth in this Senior Secured Notes Indenture. The Issuers will commence an
Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that
Excess Proceeds exceed €20.0 million by mailing (or otherwise delivering in accordance with
applicable DTC procedures) the notice required pursuant to the terms of this Senior Secured Notes
Indenture, with a copy to the Trustee. To the extent that the



95









 







aggregate amount of Senior Secured
Notes (and such First Lien Obligations or other Indebtedness) tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, BP I, BP II or such Restricted Subsidiary may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of
Senior Secured Notes (and such First Lien Obligations or other Indebtedness) surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Secured Notes to
be purchased in the manner
described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero. An Asset Sale Offer need not be made by the Issuers until the date that is
12 months after the date on which an Asset Sale is made, the proceeds of which, in aggregate with
all funds not applied in accordance with this Section 4.06 or the subject of an Asset Sale Offer,
exceed €20.0 million.



          (c) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations to the extent such laws or regulations are applicable in
connection with the repurchase of the Senior Secured Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Senior Secured Notes Indenture, the Issuers will comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations described in this Senior
Secured Notes Indenture by virtue thereof.



          (d) If more Senior Secured Notes (and such First Lien Obligations or other Indebtedness) are
tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of
such Senior Secured Notes for purchase will be made by the Trustee on a pro rata basis, to the
extent practicable and in compliance with the requirements of DTC and any stock exchange on which
the Senior Secured Notes are then admitted to trading; provided that no Senior Secured Notes of
$100,000 or less shall be purchased in part. Selection of such First Lien Obligations or other
Indebtedness will be made pursuant to the terms of such First Lien Obligations or other
Indebtedness.



          (e) An Asset Sale Offer insofar as it relates to the Senior Secured Notes, will remain open
for a period of not less than 20 Business Days following its commencement (the “Offer Period”). No
later than five Business Days after the termination of the applicable Offer Period the Issuers will
purchase the principal amount of the Senior Secured Notes (and purchase or repay any relevant First
Lien Obligations or other Indebtedness required to be so purchased or repaid as set out above)
validly tendered.



          (f) To the extent that any portion of the Net Proceeds payable in respect of the Senior
Secured Notes is denominated in a currency other than the currency in which the relevant Senior
Secured Notes are denominated, the amount payable in respect of such Senior Secured Notes shall not
exceed the net amount of funds in the currency in which such Senior Secured Notes are denominated
as is actually received by BP I, BP II or such Restricted Subsidiary upon converting the relevant
portion of the Net Proceeds into such currency.



          (g) Notices of an Asset Sale Offer shall be mailed by first-class mail, postage prepaid (or
otherwise delivered in accordance with applicable DTC procedures) at least 30 but not more than 60
days before the purchase date to each holder of Senior Secured Notes at such holder’s registered
address. If any Senior Secured Note is to be purchased in part only, any notice



96









 







of purchase that
relates to such Senior Secured Note shall state the portion of the principal amount thereof that
has been or is to be purchased.



          (h) The Issuers’ obligation under this Section 4.06 to make an Asset Sale Offer may be waived
or modified with the consent of a majority in principal amount of the Senior Secured Notes.



          SECTION 4.07. Transactions with Affiliates. (a) BP I and BP II will not, and will
not permit any Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate
consideration in excess of $15.0 million, unless:




     (i) such Affiliate Transaction is on terms that are not materially less favorable to BP
I, BP II or the relevant Restricted Subsidiary than those that could have been obtained in a
comparable transaction by BP I, BP II or such Restricted Subsidiary with an unrelated
Person; and




     (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $30.0 million, BP I or BP II
delivers to the Trustee a resolution adopted in good faith by the majority of the Board of
Directors of BP I or BP II, approving such Affiliate Transaction and set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i)
above.



          (b) An Affiliate Transaction shall be deemed to have satisfied the approval requirements set
forth in clause (a) if (1) such Affiliate Transaction is approved by a majority of the
Disinterested Directors or (2) in the event there are no Disinterested Directors, a fairness
opinion is provided by an Independent Financial Advisor with respect to such Affiliate Transaction.



          (c) The provisions of Section 4.07(a) shall not apply to the following:




     (i) transactions between or among BP I, BP II or any Restricted Subsidiaries (or an
entity that becomes a Restricted Subsidiary as a result of such transaction) or between or
among Restricted Subsidiaries or any Receivables Subsidiary and any merger, consolidation or
amalgamation of BP I, BP II and any direct parent of BP I or BP II; provided that such
parent shall have no material liabilities and no material assets other than cash, Cash
Equivalents and the Capital Stock of BP I and BP II and such merger, consolidation or
amalgamation is otherwise in compliance with the terms of this Senior Secured Notes
Indenture and effected for a bona fide business purpose;




     (ii) Restricted Payments permitted by Section 4.04 and Permitted Investments;




     (iii) the entering into of any agreement (and any amendment or modification of any such
agreement) to pay, and the payment of, annual management, consulting, monitoring



97









 







and
advisory fees to Rank in an aggregate amount in any fiscal year not to exceed 1.5% of EBITDA
of BP I, BP II and the Restricted Subsidiaries for the immediately preceding fiscal year,
plus out-of-pocket expense reimbursement;




     (iv) the payment of reasonable and customary fees and reimbursement of expenses paid
to, and indemnity provided on behalf of, officers, directors, employees or consultants of BP
I, BP II or any Restricted Subsidiary or any direct or indirect parent of BP I or BP II;




     (v) payments by BP I, BP II or any Restricted Subsidiaries to Rank made for any
financial advisory, financing, underwriting or placement services or in respect of other
investment banking activities, including, without limitation, in connection with the
Transactions, acquisitions or divestitures, which payments are (A) made pursuant to the
agreements with Rank described in “Part I — Item 7. Major Shareholders and Related Party
Transactions” in the RGHL Group’s Annual Report for the year ended December 31, 2010 or (B)
approved by a majority of the Board of Directors of BP I or BP II in good faith;




     (vi) transactions in which BP I, BP II or any Restricted Subsidiaries, as the case may
be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such
transaction is fair to BP I, BP II or such Restricted Subsidiary from a financial point of
view or meets the requirements of clause (i) of Section 4.07(a);




     (vii) payments or loans (or cancellation of loans) to directors, employees or
consultants which are approved by a majority of the Board of Directors of BP I or BP II in
good faith;




     (viii) any agreement as in effect as of the Issue Date or any amendment thereto (so
long as any such agreement together with all amendments thereto, taken as a whole, is not
more disadvantageous to the holders of the Senior Secured Notes in any material respect than
the original agreement as in effect on the Issue Date) or any transaction contemplated
thereby as determined in good faith by senior management or the Board of Directors of BP I
or BP II;




     (ix) the existence of, or the performance by BP I, BP II or any Restricted Subsidiaries
of its obligations under the terms of, the Acquisition Documents, the Reynolds Acquisition
Documents, the Evergreen Acquisition Documents, the Pactiv Acquisition Document, the
Reynolds Foodservice Acquisition Document, the Dopaco Acquisition Document, the Graham
Packaging Acquisition Document, the Credit Agreement Documents, the First Lien Intercreditor
Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement, any
shareholders’ agreement (including any registration rights agreement or purchase agreement
related thereto) to which it is a party as of the Issue Date or any other agreement or



98









 







arrangement in existence on the Issue Date or described in the Offering Circular and, in
each case, any amendment thereto or similar transactions, agreements or arrangements which
it may enter into thereafter; provided, however, that the existence of, or the performance
by BP I, BP II or any Restricted Subsidiaries of its obligations under, any future amendment
to any such existing transaction, agreement or arrangement or under any similar transaction,
agreement or arrangement entered into after the Issue Date shall only be permitted by this
clause (ix) to the extent that the terms of any such existing transaction, agreement or
arrangement together with all amendments thereto, taken as a whole, or new transaction,
agreement or arrangement are not otherwise more disadvantageous to the holders of the Senior
Secured Notes in any material respect than the original transaction, agreement or
arrangement as in effect on the Issue Date;




     (x) the execution of the Transactions, the 2009 Post-Closing Reorganization and the
payment of all fees and expenses, bonuses and awards related to the Transactions, including
fees to Rank, that are described in the Offering Circular or contemplated by the Acquisition
Documents, the Reynolds Acquisition Documents, the Evergreen Acquisition Documents, the
Pactiv Acquisition Document, the Reynolds Foodservice Acquisition Document, the Dopaco
Acquisition Document, the Graham Packaging Acquisition Document or by any of the other
documents related to the Transactions;




     (xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of
goods or services, or transactions otherwise relating to the purchase or sale of goods or
services, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Senior Secured Notes Indenture, which are fair to BP I, BP II and the
Restricted Subsidiaries in the reasonable determination of the Board of Directors or the
senior management of BP I or BP II, or are on terms at least as favorable as might
reasonably have been obtained at such time from an unaffiliated party or (B) transactions
with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of
business;




     (xii) any transaction effected as part of a Qualified Receivables Financing or a
Financing Disposition;




     (xiii) the issuance of Equity Interests (other than Disqualified Stock) of BP I or BP
II or Subordinated Shareholder Funding to any Person;




     (xiv) the issuance of securities or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding or entering into of employment
arrangements, stock option and stock ownership plans or similar employee benefit plans
approved by the Board of Directors of BP I or BP II or any direct or indirect parent of BP I
or BP II or of a Restricted Subsidiary of BP I or BP II, as appropriate;




     (xv) the entering into and performance of any tax sharing agreement or arrangement and
any payments permitted by Section 4.04(b)(xii);




     (xvi) any contribution to the capital of BP I or BP II;




     (xvii) transactions permitted by, and complying with, the provisions of Section 5.01;




     (xviii) transactions between BP I, BP II or any Restricted Subsidiaries and any Person,
a director of which is also a director of
BP I, BP II or any direct or indirect parent of BP
I or BP II; provided, however, that such director abstains from voting as a director of



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BP I, BP II or such direct or indirect parent, as the case may be, on any matter involving such
other Person;




     (xix) pledges of Equity Interests of Unrestricted Subsidiaries;




     (xx) the formation and maintenance of any consolidated or combined group or subgroup
for tax, accounting or cash pooling or management purposes in the ordinary course of
business;




     (xxi) any employment agreements entered into by BP I, BP II or any Restricted
Subsidiaries in the ordinary course of business; and




     (xxii) intercompany transactions undertaken in good faith (as certified by a
responsible financial or accounting officer of BP I or BP II in an Officers’ Certificate)
for the purpose of improving the consolidated tax efficiency of BP I, BP II and their
respective Subsidiaries and not for the purpose of circumventing any covenant set forth in
this Senior Secured Notes Indenture.



          SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change of Control,
each holder will have the right to require the Issuers to repurchase all or any part of such
holder’s Senior Secured Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest and additional interest and premiums, if any, to the date
of repurchase (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date), except to the extent the Issuers have
previously elected to redeem all of the Senior Secured Notes as described under Article III of this
Senior Secured Notes Indenture. In the event that at the time of such Change of Control the terms
of any Bank Indebtedness restrict or prohibit the repurchase of Senior Secured Notes pursuant to
this Section 4.08, then prior to the mailing (or delivery) of the notice to holders provided for in
Section 4.08(c), but in any event within 45 days following any Change of Control, the Issuers
shall: (i) repay in full all such Bank Indebtedness or, if doing so will allow the purchase of
Senior Secured Notes, offer to repay in full all such Bank Indebtedness and repay the Bank
Indebtedness of each lender that has accepted such offer; or (ii) obtain the requisite consent
under the agreements governing such Bank Indebtedness to permit the repurchase of the Senior
Secured Notes as provided for in Section 4.08(c).



          (b) The Issuers’ failure to comply with such provisions or the provisions of the
immediately following paragraph shall constitute an Event of Default under 6.01(d) and not 6.01(b).



          (c) Within 45 days following any Change of Control, except to the extent that the Issuers
have exercised their right to redeem the Senior Secured Notes by delivery of a notice of redemption
in accordance with Article III or all conditions to such redemption have been satisfied or waived,
the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) a notice
(a “Change of Control Offer”) to each holder with a copy to the Trustee stating:




     (i) that a Change of Control has occurred and that such holder has the right to require
the Issuers to repurchase such holder’s Senior Secured Notes at a repurchase price



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in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest and
additional interest, if any, to the date of repurchase (subject to the right of holders of
record on a record date to receive interest on the relevant interest payment date) (the
“Change of Control Payment”);




     (ii) the circumstances and relevant facts and financial information regarding such
Change of Control;




     (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed or delivered) (the “Change of Control Payment
Date”);




     (iv) the instructions determined by the Issuers, consistent with this Section 4.08,
that a holder must follow in order to have its Senior Secured Notes purchased; and




     (v) if applicable and such notice is mailed prior to the occurrence of a Change of
Control, that such offer is conditioned on the occurrence of such Change of Control.



          (d) Holders electing to have a Senior Secured Note purchased shall be required to surrender
the Senior Secured Note, with an appropriate form duly completed, to the Issuers, at the address
specified in the notice at least three Business Days prior to the purchase date. The Holders shall
be entitled to withdraw their election if the Trustee or the Issuers receive not later than one
Business Day prior to the purchase date a facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Senior Secured Note which was delivered for purchase by
the Holder and a statement that such Holder is withdrawing his election to have such Senior Secured
Note purchased.



          (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned
upon such Change of Control, if a definitive agreement is in place for the Change of Control at the
time of making of the Change of Control Offer.



          (f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuers will not be
required to make a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Senior Secured Notes Indenture applicable to a Change of Control
Offer made by the Issuers and purchases all Senior Secured Notes validly tendered and not withdrawn
under such Change of Control Offer.



          (g) On the Change of Control Payment Date, if the Change of Control shall have occurred, the
Issuers will, to the extent lawful:




     (i) accept for payment all Senior Secured Notes properly tendered pursuant to the
Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Senior Secured Notes so tendered;



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     (iii) deliver or cause to be delivered to the Trustee an Officers’ Certificate stating
the Senior Secured Notes or portions of the Senior Secured Notes being purchased by the
Issuers in the Change of Control Offer;




     (iv) in the case of Global Senior Secured Securities, deliver, or cause to be
delivered, to the principal Paying Agent the Global Senior Secured Securities in order to
reflect thereon the portion of such Senior Secured Notes or portions thereof that have
been tendered to and purchased by the Issuers; and




     (v) in the case of Definitive Securities, deliver, or cause to be delivered, to the
relevant Registrar for cancellation all Definitive Securities accepted for purchase by the
Issuers.



          (h) The Paying Agent will promptly mail (or otherwise deliver in accordance with applicable
DTC procedures) to each holder of Senior Secured Notes so tendered the Change of Control Payment
for such Senior Secured Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each holder of Senior Secured Notes a new Senior Secured Note equal
in principal amount to the unpurchased portion of the Senior Secured Notes surrendered, if any;
provided, however, that each such new Senior Secured Note will be in a principal amount that is at
least $100,000 and integral multiples of $1,000 in excess thereof.



          (i) [Reserved.]



          (j) Senior Secured Notes repurchased by the Issuers or an Affiliate pursuant to a Change of
Control Offer will have the status of Senior Secured Notes issued but not outstanding or will be
retired and canceled at the option of the Issuers. Senior Secured Notes purchased by an
unaffiliated third party pursuant to Section 4.08(h) will have the status of Senior Secured Notes
issued and outstanding.



          (k) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Senior Secured Notes pursuant to this Section 4.08. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.08, the Issuers will
comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under this Section 4.08 by virtue thereof.



          (l) The Issuers’ obligation under this Section 4.08 to make an offer to repurchase the Senior
Secured Notes as a result of a Change of Control may be waived or modified with the written consent
of the holders of a majority in principal amount of outstanding Senior Secured Notes.



          SECTION 4.09. Compliance Certificate. Each Issuer, BP I and BP II shall deliver to
the Trustee within 120 days after the end of each fiscal year of such entity, beginning with the
fiscal year end on December 31, 2011, and, within 14 days of a request by the Trustee, an Officers’
Certificate stating that in the course of the performance by the signers of their duties as
Officers of an Issuer, BP I or BP II, as applicable, they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such



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period. If
they do, the certificate shall describe the Default, its status and what action the applicable
entity is taking or proposes to take with respect thereto.



          SECTION 4.10. Further Instruments and Acts. The Issuers, BP I or BP II shall execute
and deliver such further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Senior Secured Notes
Indenture (including upon request of the Trustee and/or Collateral Agent but without
affirmative duty to do so).



          SECTION 4.11. Future Senior Secured Note Guarantors. (a) After the Escrow Release
Date, 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 (x) any Indebtedness under any Credit Agreement or (y) any Public Debt
(including any proceeds loans or other intercompany loans in respect thereof) of BP I, BP II, an
Issuer or any Senior Secured Note Guarantor, in each case, will execute and deliver to the Trustee
a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the
Senior Secured Notes; provided that notwithstanding the foregoing:




     (i) each Restricted Subsidiary incorporated or otherwise organized under the laws of
Austria shall only be required to enter into its respective Senior Secured Note Guarantee
within 135 days following the Escrow Release Date (or on such later date as may be permitted
by the Applicable Representative in its sole discretion);




     (ii) [reserved];




     (iii) [reserved];




     (iv) with respect to any Restricted Subsidiary not referred to in clause (i) above, to
the extent the foregoing obligation is triggered by Indebtedness or Public Debt existing as
of the Escrow Release Date, the relevant Restricted Subsidiary shall only be required to
enter into its respective Senior Secured Note Guarantee as soon as reasonably practicable
following the Escrow Release Date;




     (v) no Senior Secured Note Guarantee shall be required as a result of any Indebtedness
or guarantee of Indebtedness that existed at the time such Person became a Restricted
Subsidiary if the Indebtedness or guarantee was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary;




     (vi) no such Senior Secured Note Guarantee need be secured unless required pursuant to
Section 4.16;




     (vii) if such Indebtedness is by its terms expressly subordinated to the Senior Secured
Notes or any Senior Secured Note Guarantee, any such assumption, guarantee or other
liability of such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated to such Restricted Subsidiary’s Senior Secured Note Guarantee of the Senior
Secured Notes at least to the same extent as such Indebtedness is subordinated to the Senior
Secured Notes or any other senior guarantee;



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     (viii) no Senior Secured Note Guarantee shall be required as a result of any guarantee
given to a bank or trust company incorporated in any member state of the European Union as
of the date of this Senior Secured Notes Indenture or any commercial banking institution
that is a member of the US Federal Reserve System (or any branch, Subsidiary or Affiliate
thereof), in each case having combined capital and surplus and undivided profits of not less
than $500.0 million, whose debt has a rating, at the time such
guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or
the equivalent thereof by Moody’s, in connection with the operation of cash management
programs established for BP I’s and BP II’s benefit or that of any Restricted Subsidiary;




     (ix) no Senior Secured Note Guarantee shall be required if such Senior Secured Note
Guarantee would not be required pursuant to the applicable provisions of the Agreed Security
Principles;




     (x) no Senior Secured Note Guarantee shall be required from a US Controlled Foreign
Subsidiary or a Financial Assistance Restricted Subsidiary;




     (xi) no Senior Secured Note Guarantee shall be required if such Senior Secured Note
Guarantee could reasonably be expected to give rise to or result in (x) personal liability
for, or material risk of personal liability for, the officers, directors or shareholders of
BP I, BP II, any parent of BP I or BP II or any Restricted Subsidiary, (y) any violation of,
or material risk of violation of, applicable law that cannot be avoided or otherwise
prevented through measures reasonably available to BP I, BP II or any such Restricted
Subsidiary, including, for the avoidance of doubt, “whitewash” or similar procedures or (z)
any significant cost, expense, liability or obligation (including with respect of any Taxes)
other than reasonable out-of-pocket expenses and other than reasonable expenses Incurred in
connection with any governmental or regulatory filings required as a result of, or any
measures pursuant to clause (y) undertaken in connection with, such Senior Secured Note
Guarantee, which cannot be avoided through measures reasonably available to BP I, BP II or
any such Restricted Subsidiary; and




     (xii) each such Senior Secured Note Guarantee will be limited as necessary to recognize
certain defenses generally available to guarantors (including those that relate to
fraudulent conveyance or transfer, voidable preference, financial assistance, corporate
purpose, capital maintenance or similar laws, regulations or defenses affecting the rights
of creditors generally) or other considerations under applicable law.



          (b) The Senior Secured Note Guarantees shall be released in accordance with the provisions of
Section 10.06.



          SECTION 4.12. Liens. (a) BP I and BP II will not, and will not permit any
Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on
any asset or property of BP I, BP II or such Restricted Subsidiary (including Capital Stock or
Indebtedness of a Restricted Subsidiary), whether owned on the Issue Date or acquired thereafter,
or any interest therein or any income, profits or proceeds therefrom securing any Indebtedness,
except Permitted Liens.



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          (b) At any time the First Lien Obligations consist solely of the Senior Secured Notes and
other Public Debt that contains limitations similar to those set forth under Section 12.01(a)(i)
and (ii), BP I and BP II will not, and will not permit any Restricted Subsidiaries to, directly or
indirectly, create, incur or suffer to exist any Lien on any Excluded Stock Collateral, except for
any Lien in favor of the Senior Secured Notes and any other First Lien Obligations
consisting of Public Debt with substantially similar limitations as those set forth under
Section 12.01(a)(i) and (ii).



          SECTION 4.13. Foreign Subsidiaries. (a) Notwithstanding anything contained in this
Senior Secured Notes Indenture to the contrary, neither of the US Issuers will, directly or
indirectly, own or acquire any Equity Interests in a US Controlled Foreign Subsidiary.



          (b) No Foreign Subsidiary of RGHL shall also be a Subsidiary of a Domestic Subsidiary of RGHL
unless such Domestic Subsidiary is a disregarded entity for US tax purposes; provided, however,
that such limitation shall not apply to (x) any Foreign Subsidiary of RGHL that is a Subsidiary of
SIG Combibloc Inc., Closure Systems International Inc., Closure Systems Mexico Holdings LLC, CSI
Mexico LLC, Pactiv or Pactiv International Holdings, Inc. as of the Issue Date, (y) any Foreign
Subsidiary of a Domestic Subsidiary at the time such Domestic Subsidiary becomes a Subsidiary of
RGHL (provided, however, that such Foreign Subsidiary did not become a Subsidiary of such Domestic
Subsidiary in connection with, or in contemplation of, such Domestic Subsidiary becoming a
Subsidiary of RGHL) or (z) any Foreign Subsidiary that is not a US Controlled Foreign Subsidiary.



          SECTION 4.14. Maintenance of Office or Agency. (a) The Issuers, BP I and BP II
shall maintain one or more offices or agencies (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Senior Secured Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Issuers in
respect of the Senior Secured Notes and this Senior Secured Notes Indenture may be served. The
Issuers shall give prompt written notice to the Trustee and the Principal Paying Agent of the
location, and any change in the location, of such office or agency. If at any time the Issuers
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and
the Principal Paying Agent with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the corporate trust office of the Trustee as set forth in Section
13.02.



          (b) The Issuers may also from time to time designate one or more other offices or agencies
where the Senior Secured Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Issuers of their obligation to maintain an office or
agency for such purposes. The Issuers shall give prompt written notice to the Trustee and the
Principal Paying Agent of any such designation or rescission and of any change in the location of
any such other office or agency.



          (c) The Issuers hereby designate the corporate trust office of the Trustee or its Agent as
such office or agency of the Issuers in accordance with Section 2.04.



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          SECTION 4.15. Withholding Taxes. (a) All payments made by any Issuer or any Senior
Secured Note Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or
with respect to the Senior Secured Notes or any Senior Secured Note Guarantee will be made without
withholding or deduction for, or on account of, any Taxes unless such withholding or deduction is
required by law; provided, however that a Payor, in any case, may withhold from any interest
payment made on the Senior Secured Notes to or for the benefit of
any person who is not a “United States person,” as such term is defined for U.S. federal
income tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal
Revenue Service, unless such person provides documentation to such Payor such that an exemption
from U.S. federal withholding tax would apply to such payment if interest on the Senior Secured
Notes were treated as income from sources within the U.S. for U.S. federal income tax purposes. If
any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:





     (i) any jurisdiction (other than the United States or any political subdivision or
governmental authority thereof or therein having power to tax) from or through which payment
on the Senior Secured Notes or any Senior Secured Note Guarantee is made by such Payor, or
any political subdivision or governmental authority thereof or therein having the power to
tax; or




     (ii) any other jurisdiction (other than the United States or any political subdivision
or governmental authority thereof or therein having the power to tax) in which a Payor that
actually makes a payment on the Senior Secured Notes or its Senior Secured Note Guarantee is
organized or otherwise considered to be a resident for tax purposes, or any political
subdivision or governmental authority thereof or therein having the power to tax,



          (each of clause (i) and (ii) of this Section 4.15(a), a “Relevant Taxing Jurisdiction”), will
at any time be required from any payments made with respect to the Senior Secured Notes or any
Senior Secured Note Guarantee, including payments of principal, redemption price, interest or
premium, if any, the Payor will pay (together with such payments) such additional amounts (the
“Additional Amounts”) as may be necessary in order that the net amounts received in respect of such
payments by the noteholders or the Trustee, as the case may be, after such withholding or deduction
(including any such deduction or withholding from such Additional Amounts), will not be less than
the amounts that would have been received in respect of such payments on the Senior Secured Notes
or the Senior Secured Note Guarantees in the absence of such withholding or deduction; provided,
however, that no such Additional Amounts will be payable for or on account of:




     (1) any Taxes that would not have been so imposed or levied but for the
existence of any present or former connection between the relevant secured
noteholder (or between a fiduciary, settlor, beneficiary, member or shareholder of,
or possessor of power over the relevant secured noteholder, if such secured
noteholder is an estate, nominee, trust, partnership, limited liability company or
corporation) and the Relevant Taxing Jurisdiction (including being a citizen or
resident or national of, or carrying on a business or maintaining a permanent
establishment in, or being physically present in, the Relevant Taxing Jurisdiction)
but excluding, in each case, any connection arising solely from the acquisition,



106









 







ownership or holding of such Senior Secured Note, the receipt of any payment in
respect thereof or the perfection or enforcement of any security interest related to
the Senior Secured Notes;




     (2) any Taxes that would not have been so imposed or levied if the holder of
the Senior Secured Note had complied with a reasonable request in writing of
the Payor (such request being made at a time that would enable such holder
acting reasonably to comply with that request) to make a declaration of nonresidence
or any other claim or filing or satisfy any certification, information or reporting
requirement for exemption from, or reduction in the rate of, withholding to which it
is entitled (provided that such declaration of nonresidence or other claim, filing
or requirement is required by the applicable law, treaty, regulation or
administrative practice of the Relevant Taxing Jurisdiction as a precondition to
exemption from the requirement to deduct or withhold all or a part of any such
Taxes);




     (3) any Taxes that are payable otherwise than by withholding from a payment of
the principal of, premium, if any, or interest under the Senior Secured Notes or any
Senior Secured Note Guarantee;




     (4) any estate, inheritance, gift, sales, excise, transfer, personal property
or similar tax, assessment or other governmental charge;




     (5) any Taxes that are required to be deducted or withheld on a payment
pursuant to the Directive or any law implementing, or introduced in order to conform
to, the Directive;




     (6) except in the case of the liquidation, dissolution or winding-up of the
Payor, any Taxes imposed in connection with a Senior Secured Note presented for
payment by or on behalf of a secured noteholder or beneficial owner who would have
been able to avoid such Tax by presenting the relevant Senior Secured Note to, or
otherwise accepting payment from, another paying agent in a member state of the
European Union; or




     (7) any combination of the above.



     Such Additional Amounts will also not be payable (x) if the payment could have been made
without such deduction or withholding if the beneficiary of the payment had presented the Senior
Secured Note for payment (where presentation is required) within 30 days after the relevant payment
was first made available for payment to the secured noteholder or (y) where, had the beneficial
owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficial owner
would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to
(7) inclusive above.



          (b) The Payor will (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in
accordance with applicable law. Upon request, the Payor will use all reasonable efforts to obtain
certified copies of tax receipts evidencing the payment of any Taxes so deducted



107









 







or withheld from
each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will
provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to
obtain such receipts, the same are not obtainable, such Payor will provide the Trustee with other
evidence reasonably satisfactory to the applicable Holder.



          (c) If any Payor will be obligated to pay Additional Amounts under or with respect to any
payment made on the Senior Secured Notes, at least 30 days prior to the date of such payment, the
Payor will deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts
will be payable and the amount so payable and such other information necessary to enable the Paying
Agent to pay Additional Amounts to noteholders on the relevant payment date (unless such obligation
to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which
case the Payor shall deliver such Officers’ Certificate and such other information as promptly as
practicable after the date that is 30 days prior to the payment date, but no less than five (5)
Business Days prior thereto, and otherwise in accordance with the requirements of DTC).



          (d) Wherever in this Senior Secured Notes Indenture, the Senior Secured Notes or any Senior
Secured Note Guarantee there is mentioned, in any context: (i) the payment of principal, (ii)
redemption prices or purchase prices in connection with a redemption or purchase of Senior Secured
Notes, (iii) interest or (iv) any other amount payable on or with respect to any of the Senior
Secured Notes or any Senior Secured Note Guarantee, such reference shall be deemed to include
payment of Additional Amounts as described under this Section 4.15 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.



          (e) The Payor will pay any present or future stamp, court or documentary Taxes, or any other
excise, property or similar Taxes, charges or levies that arise in any jurisdiction from the
execution, delivery, registration or enforcement of any Senior Secured Notes, this Senior Secured
Notes Indenture, or any other document or instrument in relation thereto (other than a transfer of
the Senior Secured Notes) excluding any such Taxes, charges or similar levies imposed by any
jurisdiction that is not a Relevant Taxing Jurisdiction, and the Payor agrees to indemnify the
noteholders and the Trustee for any such Taxes paid by such noteholders. The foregoing obligations
will survive any termination, defeasance or discharge of this Senior Secured Notes Indenture and
will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or
otherwise considered to be a resident for Tax purposes or any political subdivision or taxing
authority or agency thereof or therein.



          SECTION 4.16. Future Collateral. Subject to the Agreed Security Principles, after
the Escrow Release Date, as promptly as reasonably practicable after the acquisition by the Issuers
or any Senior Secured Note Guarantor of any After-Acquired Collateral, the Issuers or such Senior
Secured Note Guarantor shall execute and deliver such mortgages, deeds of trust, security
instruments, financing statements and certificates and opinions of counsel as shall be reasonably
necessary to vest in the Trustee and/or Collateral Agent a valid and, to the extent applicable in
the applicable jurisdiction and required under the Agreed Security Principles, perfected, security
interest, subject only to Permitted Liens, in such After-Acquired Collateral and to have such
After-Acquired Collateral (but subject to certain limitations, if applicable), added to the
Collateral, and thereupon all provisions of this Senior Secured Notes Indenture relating to the
Collateral shall be deemed to relate to such After-Acquired Collateral to the same



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extent and with
the same force and effect; provided, however, that if granting such security interest in such
After-Acquired Collateral requires the consent of a third party, the Issuers will use commercially
reasonable efforts to obtain such consent with respect to the security interest for the benefit of
the Trustee on behalf of the Holders of the Senior Secured Notes; provided further, however, that
if such third party does not consent to the granting of such security interest
after the use of such commercially reasonable efforts, the Issuers or such Senior Secured Note
Guarantor, as the case may be, will not be required to provide such security interest. Under the
commercially reasonable efforts standard, the Issuers will not be obligated to seek to obtain
consent if, in the good faith determination of BP I, to do so would have a material adverse effect
on the ability of the Issuers or the relevant Senior Secured Note Guarantors to conduct their
operations and business in the ordinary course or if, in good faith determination of BP I, to do so
would be inconsistent with the Agreed Security Principles.



          SECTION 4.17. Impairment of Security Interest. (a) Subject to Section 4.17(b), BP
I shall not, and shall not permit any Restricted Subsidiaries to, take or knowingly or negligently
omit to take, any action which action or omission might reasonably or would (in the good faith
determination of the Issuers), have the result of materially impairing the value of the security
interests taken as a whole (including the lien priority with respect thereto) with respect to the
Collateral for the benefit of the Trustee and the Holders of the Senior Secured Notes (including
materially impairing the lien priority of the Senior Secured Notes with respect thereto) (it being
understood that any release under 12.06 and the incurrence of Permitted Liens shall not be deemed
to so materially impair the security interests with respect to the Collateral); provided that BP I,
BP II and the Restricted Subsidiaries may Incur Permitted Liens and Liens otherwise permitted
pursuant to Section 4.12.



          (b) At the direction of the Issuers and without the consent of the Holders, the Trustee (or
its agent or designee) shall from time to time enter into one or more amendments, extensions,
renewals, restatements, supplements or other modifications or replacements to or of the Security
Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for
Permitted Liens or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral or
(iv) make any other change thereto that does not adversely affect the Holders in any material
respect; provided, however, that, in the case of clauses (ii) and (iii), no Security Document may
be amended, extended, renewed, restated, supplemented or otherwise modified, in each case in any
material respect, or replaced, unless contemporaneously with such amendment, extension, renewal,
restatement, supplement, modification or renewal, the Issuers deliver to the Trustee, either:




     (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an
Independent Financial Advisor satisfactory to the Trustee confirming the solvency of BP I,
BP II and their respective Subsidiaries, taken as a whole, after giving effect to any
transactions related to such amendment, extension, renewal, restatement, supplement,
modification or replacement; or




     (ii) an Opinion of Counsel, in form and substance satisfactory to the Trustee
confirming that, after giving effect to any transactions related to such amendment,
extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens
securing the Senior Secured Notes created under the Security Documents so



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amended, extended,
renewed, restated, supplemented, modified or replaced remain valid and, to the extent
applicable in the jurisdiction and required under the Agreed Security Principles, perfected,
Liens.



          SECTION 4.18. Amendment of 2007 Senior Subordinated Notes. Except with the consent
of the Holders of a majority in outstanding aggregate principal amount of the Senior Secured Notes,
BP II and the Obligors will not amend the 2007 Senior Subordinated Note Indenture or the notes and
guarantees in respect of the foregoing if such amendment would result in any of the following:




     (a) the principal obligor in respect of the 2007 Senior Subordinated Notes not being
either RGHL or BP II;




     (b) (x) except as may be otherwise permitted under Section 4.11, any Restricted
Subsidiary other than a Senior Secured Note Guarantor or an Issuer guaranteeing the 2007
Senior Notes or the 2007 Senior Subordinated Notes or (y) such guarantees not being
subordinated to the Senior Secured Notes and Senior Secured Note Guarantees pursuant to the
2007 UK Intercreditor Agreement; or




     (c) the terms of the 2007 Senior Subordinated Notes relating to subordination being
materially less favorable overall to the Holders.



          SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade
Status. (a) If, on any date following the Escrow Release Date, (i) the Senior Secured Notes
have Investment Grade Ratings from both Rating Agencies, and the Issuers have delivered written
notice of such Investment Grade Ratings to the Trustee, and (ii) no Default has occurred and is
continuing under this Senior Secured Notes Indenture, then, beginning on that day, BP I, BP II and
the Restricted Subsidiaries will not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.11, 4.16 and Section 5.01(a)(iv) of this Senior Secured Notes Indenture (the “Suspended
Covenants”).



          (b) In the event that BP I, BP II and the Restricted Subsidiaries are not subject to the
Suspended Covenants under this Senior Secured Notes Indenture for any period of time as a result of
the foregoing, and on any subsequent date one or both of the Rating Agencies (a) withdraw their
Investment Grade Rating or downgrade the rating assigned to the Senior Secured Notes below an
Investment Grade Rating or (b) BP I, BP II or any of their Affiliates enters into an agreement to
effect a transaction that would result in a breach of a Suspended Covenant if not so suspended and
one or more of the Rating Agencies indicate that if consummated, such transaction (alone or
together with any related recapitalization or refinancing transactions) would cause such Rating
Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Senior
Secured Notes below an Investment Grade Rating, then BP I, BP II and the Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants under this Senior Secured Notes
Indenture. Such covenants will not, however, be of any effect with regard to the actions of BP I,
BP II and the Restricted Subsidiaries properly taken during the continuance of the covenant
suspension and Section 4.04 shall be interpreted as if it had been in effect since the Reference
Date except that no Default will be deemed to have occurred and will not occur solely by reason of
a Restricted Payment made during the covenant suspension.



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          (c) During the continuance of the covenant suspension, no Restricted Subsidiary may be
designated as an Unrestricted Subsidiary.



          SECTION 4.20. Intercreditor Agreements. (a) At the request of the Issuers, in
connection with the Incurrence by BP I, BP II or the Restricted Subsidiaries of any Indebtedness
for borrowed money permitted pursuant to Section 4.03 constituting First Lien Obligations or
Subordinated Indebtedness of BP I, BP II, any Issuer or any Senior Secured Note Guarantor, BP I, BP
II, the Issuers, the relevant Restricted Subsidiaries and the Trustee shall enter into with the
holders of such Indebtedness (or their duly authorized Representatives) one or more intercreditor
agreements (each an “Additional Intercreditor Agreement”) on substantially the same terms as one or
both of the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement (or, in each
case, on terms not materially less favorable to the holders of the Senior Secured Notes), including
containing substantially the same terms with respect to enforcement and release of Senior Secured
Note Guarantees and Collateral; provided, that such Additional Intercreditor Agreement will not
impose any personal obligations on the Trustee or the Collateral Agent or, in the opinion of the
Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this
Senior Secured Notes Indenture, the First Lien Intercreditor Agreement or the 2007 UK Intercreditor
Agreement.



          (b) At the direction of the Issuers and without the consent of secured noteholders, the
Trustee shall from time to time enter into one or more amendments to the First Lien Intercreditor
Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement to: (i)
cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (ii) increase
the amount or types of Indebtedness covered by any such agreement that may be Incurred by BP I, BP
II or a Restricted Subsidiary (including with respect to the First Lien Intercreditor Agreement,
the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement the addition of
provisions relating to new Indebtedness ranking junior in right of payment to the Senior Secured
Notes), (iii) add parties to the First Lien Intercreditor Agreement, the 2007 UK Intercreditor
Agreement or an Additional Intercreditor Agreement, including Senior Secured Note Guarantors, or
successors, including successor trustees or other Representatives, (iv) secure the Senior Secured
Notes (including Additional Senior Secured Notes), First Lien Obligations or any Subordinated
Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder, (v)
make provision for pledges of any collateral to secure the Senior Secured Notes (including any
Additional Senior Secured Notes), First Lien Obligations or any Subordinated Indebtedness, in each
case to the extent permitted to be Incurred and so secured hereunder or (vi) make any other change
to any such agreement that does not adversely affect the Senior Secured Notes in any material
respect. The Issuers shall not otherwise direct the Trustee to enter into any amendment to the
First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional
Intercreditor Agreement without the consent of the holders representing a majority in aggregate
principal amount of the Senior Secured Notes then outstanding, except as otherwise permitted under
Article IX of this Senior Secured Notes Indenture and the Issuers may only direct the Trustee to
enter into any amendment to the extent such amendment does not impose any personal obligations on
the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or
immunities of the Trustee under this Senior Secured Notes Indenture or the First Lien Intercreditor
Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement.



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          (c) Each secured noteholder, by accepting a Senior Secured Note, shall be deemed to have
agreed to and accepted the terms and conditions of the First Lien Intercreditor Agreement, the 2007
UK Intercreditor Agreement and any Additional Intercreditor Agreement (whether then
entered into or entered into in the future pursuant to the provisions described herein) and
the performance by the Trustee of its obligations and the exercise of its rights thereunder and in
connection therewith. A copy of the First Lien Intercreditor Agreement, the 2007 UK Intercreditor
Agreement and any Additional Intercreditor Agreement shall be made available for inspection during
normal business hours on any Business Day upon prior written request at the offices of the Trustee.



          SECTION 4.21. Escrow Account Deposits. In accordance with the terms of the Escrow
Agreement, on the date hereof, (i) the Initial Purchasers will deposit the gross proceeds received
by the Initial Purchasers from the offer and sale of the Original Senior Secured Notes into several
Escrow Accounts pursuant to the Escrow Agreement and (ii) the Escrow Issuers will deposit pursuant
to the Escrow Agreement an amount in cash or cash equivalents into such Escrow Accounts that
results in the total funds deposited therein, when taken together with the amount deposited under
clause (i) above (without giving effect to any income on such funds), to equal 100% of the initial
offering price of the Original Senior Secured Notes as shown on the cover page of the Offering
Circular, plus the interest that will accrue and the accretion of original issue discount thereon
to, but excluding, March 23, 2012.



          SECTION 4.22. Activities of the Issuers Prior to the Assumption. (a) Notwithstanding
anything in this Senior Secured Notes Indenture to the contrary, prior to the Assumption, each
Escrow Issuer shall not engage in any business activity or undertake any other activity, except (i)
any activity relating to the offering, sale or issuance of the Original Senior Secured Notes and
the Senior Notes issued on the Issue Date and the incurrence of Indebtedness represented by such
notes, (ii) issuing equity interests to, and receiving capital contributions from, RGHL, its
Subsidiaries or BP I or any other equity-holder of such Escrow Issuer, (iii) Incurring Subordinated
Indebtedness solely for purposes of paying any Special Mandatory Redemption, (iv) performing its
obligations in respect of the Senior Secured Notes and the Senior Notes under this Senior Secured
Notes Indenture, the Senior Notes Indenture and the Escrow Agreement, (v) consummating the
Assumption or redeeming the Senior Secured Notes and the Senior Notes on the Special Mandatory
Redemption Date, as applicable, (vi) directing the investment by the Escrow Agent of the amounts
deposited in the Escrow Accounts as specified under Section 4.22(b) below, and (vii) conducting
such other activities as are necessary or appropriate to carry out, or are incidental or related
to, the activities described above. Prior to the Assumption, the Escrow Issuers will not Incur any
Indebtedness (other than Subordinated Indebtedness issued to RGHL, its subsidiaries or BP I solely
for purposes of paying any Special Mandatory Redemption) other than the Senior Secured Notes and
the Senior Notes, or own, hold or otherwise have any interest in any assets other than the Escrow
Accounts and cash and investments described in Section 4.22(b) below.



          (b) The Escrow Issuers may direct the investment (including duration of the investment) by
the Escrow Agent of amounts deposited in the Escrow Accounts only in writing in (i) direct
obligations of, and obligations fully and unconditionally guaranteed as to timely payment by, the
United States government and any agency, instrumentality, or establishment of the United States
government (“Government Securities”); (ii) repurchase and reverse repurchase



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agreements
collateralized with Government Securities, including those of the Escrow Agent or any of its
affiliates and (iii) demand deposits, including interest bearing money market accounts, time
deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, and
certificates of deposit or bankers acceptances of depository institutions, including the
Escrow Agent or any of its affiliates, rated at the time of the investment in the AA long-term
ratings category or higher by S&P or Moody’s or which are fully FDIC-insured, with a bank or trust
company organized under the laws of the United States of America or any State thereof having
capital, surplus and undivided profits aggregating in excess of $500.0 million.



          SECTION 4.23. Assumption Senior Secured Notes Supplemental Indenture. (a)
Immediately prior to or contemporaneous with the release of Escrow Funds pursuant to Section 5(a)
of the Escrow Agreement, the US Issuer I, the US Issuer II, the Luxembourg Issuer and the Senior
Secured Note Guarantors shall execute the Assumption Senior Secured Notes Supplemental Indenture.



          (b) On and following the Escrow Release Date, all restrictive covenants, other than Sections
4.11, 4.16, 4.21, 4.22, 4.23, 4.24 and 4.25(a) will be deemed to have been applicable to the US
Issuer I, the US Issuer II, the Luxembourg Issuer, RGHL, BP I, BP II, and the other Senior Secured
Note Guarantors, as applicable, as if in effect since the Issue Date and, to the extent that the US
Issuer I, the US Issuer II, the Luxembourg Issuer, RGHL, BP I, BP II or the other Senior Secured
Note Guarantors took any action or inaction after the Issue Date and prior to the Escrow Release
Date that would have been prohibited by this Senior Secured Notes Indenture as if it had been
applicable at such time, then the US Issuer I, the US Issuer II and the Luxembourg Issuer will be
in Default as of the Escrow Release Date. However, if the Escrow Release Date does not occur, the
covenants of this Senior Secured Notes Indenture will not apply to the US Issuer I, the US Issuer
II, the Luxembourg Issuer, RGHL, BP I, BP II or the other Senior Secured Note Guarantors,
notwithstanding anything herein to the contrary.



          SECTION 4.24. Designation of Senior Secured Notes. As of the Escrow Release Date, BP
II will designate the Senior Secured Notes and the Senior Secured Note Guarantees as “Designated
Senior Indebtedness” and this Senior Secured Notes Indenture as included in the definition of
“Credit Agreement” for all purposes of the 2007 Senior Note Indenture, the 2007 Senior Subordinated
Notes Indenture and the 2007 UK Intercreditor Agreement.



          SECTION 4.25. Certain Country Limitations. (a) Within 90 days after the Escrow
Release Date (or on such later date as may be permitted by the Applicable Representative in its
sole discretion) SIG Combibloc Ltd. (Thailand) (the “Thai Guarantor”) shall apply to the Bank of
Thailand for, and use commercially reasonable efforts to obtain, in-principle approval for the
remittance of any foreign currency sum pursuant to the Thai Guarantor’s obligation to make any
payment under its guarantee of the Senior Secured Notes (the “Thai Senior Secured Note Guarantee”).



          In respect of any in-principle approval of the Bank of Thailand granted to the Thai Guarantor,
the Thai Guarantor agrees to: (i) when it is required to remit the foreign currency sum pursuant to
its obligation of payment under the Thai Senior Secured Note Guarantee, comply with the Bank of
Thailand’s requirements set out in such in-principle approval for obtaining the final approval of
the Bank of Thailand for the remittance of such sum (to the full amount of its



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guarantee
obligations), within the time limits specified by the Bank of Thailand (if any); (ii) if such
in-principle approval has an expiry date, apply for the renewal or extension of such approval prior
to the expiry date of such approval, so long as any of the obligations under the
Thai Senior Secured Note Guarantee are outstanding; and (iii) comply with the conditions set out in
the final approval (if any) to allow the Thai Guarantor to remit the approved foreign currency sum
(to the fullest extent) for the payment under the Thai Senior Secured Note Guarantee.



          (b) The Issuers will use the proceeds of the Senior Secured Notes only for the purposes
specified in the section of the Offering Circular entitled “Use of Proceeds”. The Senior Secured
Notes have not and shall not be used with a view to (a) the subscription or acquisition of any
shares in the share capital or depositary receipts thereof in a company organized in The
Netherlands or (b) repay any Indebtedness which was used for the purposes of acquiring shares in
the share capital or depositary receipts thereof in The Netherlands.



          (c) (i) Each Senior Secured Note Guarantor organized in Germany and each other Senior
Secured Note Guarantor and each Issuer that is party to a Domination Agreement shall (A) to the
extent not prohibited by applicable law, comply with such Domination Agreement and do all that is
necessary to maintain the Domination Agreements in full force and effect; provided that (1) with
respect to any Domination Agreements other than any Domination Agreements with SIG Euro Holding AG
& Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be
terminated (x) in connection with a transaction permitted by Section 5.01 hereof involving a Senior
Secured Note Guarantor organized in Germany as dominated entity (beherrschtes Unternehmen) under a
Domination Agreement that leads to such Senior Secured Note Guarantor ceasing to be a Senior
Secured Note Guarantor, or (y) if a replacement domination agreement reasonably acceptable to the
Administrative Agent (under and as defined in the Senior Secured Credit Facilities) will be
executed and filed for registration concurrently with the termination thereof or (z) as otherwise
permitted by the Trustee, and (2) with respect to any Domination Agreement with SIG Euro Holding AG
& Co KGaA as dominated entity (beherrschtes Unternehmen), such Domination Agreement may be
terminated (x) to the extent SIG Euro Holding AG & Co KGaA has changed its corporate legal form
into that of a German limited liability company (Gesellschaft mit beschränkter Haftung) or limited
partnership pursuant (Kommanditgesellschaft), if a replacement domination agreement reasonably
acceptable to the Administrative Agent (under and as defined in the Senior Secured Credit
Facilities) will be executed and filed for registration concurrently with the termination thereof
provided, or (y) as otherwise permitted by the Administrative Agent (under and as defined in the
Senior Secured Credit Facilities); and (B) provide the Administrative Agent (under and as defined
in the Senior Secured Credit Facilities) with at least ten days, but in the case of any Domination
Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes Unternehmen) at
least six weeks, prior written notice of any intention to cancel any Domination Agreement, unless
such cancellation is permitted under Section 5.17(a) of the Senior Secured Credit Facilities.




     (ii) None of the Issuers or the Senior Secured Note Guarantors shall terminate any
Domination Agreement with SIG Euro Holding AG & Co KGaA as dominated entity (beherrschtes
Unternehmen), except as otherwise provided by Section 5.17(a) of the Senior Secured Credit
Facilities, and none of the Issuers or the Senior Secured Note Guarantors shall take any
action that would cause the Administrative Agent (under and as



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defined in the Senior Secured
Credit Facilities) to receive notice from any party to such Domination Agreement of its
intention to terminate, except as permitted by Section 5.17(a) of the Senior Secured Credit
Facilities, such Domination Agreement;




     (iii) No Senior Secured Note Guarantor incorporated in Germany, shall become unable to
pay its debts as they fall due (Zahlungsunfähigkeit) or be deemed to be unable to pay its
debts as they fall due (drohende Zahlungsunfähigkeit) or be over-indebted (Überschuldung)
within the meaning of Sections 17 — 19 of the German Insolvency Code (Insolvenzordnung).



          SECTION 4.26. Limitation on Restricted Subsidiaries. RGHL will not, and will not
permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take any
action which action or omission could reasonably be expected to or would have the result of any
Subsidiary of Pactiv being a “Restricted Subsidiary” within the meaning of the Pactiv Base
Indenture.



          SECTION 4.27. Fiscal Year. Each Issuer at all times will have the same fiscal year
as BP I, BP II and RGHL.



ARTICLE V




Successor Company



          SECTION 5.01. When the Issuers, BP I or BP II May Merge or Transfer Assets. (a)
Except for the Escrow Mergers which shall be explicitly permitted, each of BP I, BP II and each of
the Issuers may not, directly or indirectly, consolidate, amalgamate or merge with or into or
wind-up or convert into (whether or not BP I, BP II or any Issuer, as applicable, is the surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All
of its properties or assets in one or more related transactions, to any Person unless:




     (i) BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as
applicable, is the surviving person or the Person formed by or surviving any such
consolidation, amalgamation, merger, winding-up or conversion (if other than BP I, BP II,
the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership or limited liability company organized or existing under the laws
of any member state of the European Union that was a member state on January 1, 2004, the
United States, the District of Columbia, or any state or territory thereof, or New Zealand
(BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, or
such Person, as the case may be, being herein called the “Successor Company”); provided that
in the case where the surviving Person is not a corporation, a co-obligor of the Senior
Secured Notes is a corporation;




     (ii) the Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer
II or the Luxembourg Issuer, as applicable) expressly assumes all the obligations of BP I,
BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under its



115









 







Senior Secured Note Guarantee (if applicable) and this Senior Secured Notes Indenture, the
First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable
Security Documents pursuant to supplemental indentures or other documents or instruments in
form and substance satisfactory to the Trustee;




     (iii) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company or any of its Restricted
Subsidiaries as a result of such transaction as having been Incurred by the Successor
Company or such Restricted Subsidiary at the time of such transaction), no Default shall
have occurred and be continuing;




     (iv) immediately after giving pro forma effect to such transaction, as if such
transaction had occurred at the beginning of the applicable four-quarter period (and
treating any Indebtedness which becomes an obligation of the Successor Company or any of its
Restricted Subsidiaries as a result of such transaction as having been Incurred by the
Successor Company or such Restricted Subsidiary at the time of such transaction), either:




     (1) the Successor Company would be permitted to Incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.03(a); or




     (2) the Fixed Charge Coverage Ratio for the Successor Company and its
Restricted Subsidiaries would be greater than such ratio for BP I, BP II and the
Restricted Subsidiaries immediately prior to such transaction;




     (v) if the Successor Company is not BP I, BP II, the US Issuer I, the US Issuer II or
the Luxembourg Issuer, as applicable, the Issuers and each Senior Secured Note Guarantor,
unless it is the other party to the transactions described above, shall have by supplemental
indenture confirmed that its obligations under this Senior Secured Notes Indenture, Senior
Secured Notes, and Senior Secured Note Guarantee, the First Lien Intercreditor Agreement,
the 2007 UK Intercreditor Agreement and the Security Documents, as applicable, shall apply
to such Person’s obligations under this Senior Secured Notes Indenture, the Senior Secured
Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, the
Security Documents and the Senior Secured Note Guarantee; and




     (vi) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer
and such supplemental indentures (if any) comply with this Senior Secured Notes Indenture;
provided that in giving such opinion such counsel may rely on an Officers’ Certificate as to
compliance with the foregoing clauses (iii) and (iv) of this Section 5.01(a) and as to any
matters of fact.



          The Successor Company (if other than BP I, BP II, the US Issuer I, the US Issuer II or the
Luxembourg Issuer, as applicable) will succeed to, and be substituted for, BP I, BP II, the US
Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under the applicable Senior
Secured Note Guarantee (if applicable), this Senior Secured Notes Indenture, the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the applicable Security



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Documents,
and in such event BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer, as
applicable, will automatically be released and discharged from its obligations under the applicable
Senior Secured Note Guarantee, this Senior Secured Notes Indenture, the First Lien Intercreditor
Agreement, the 2007 UK Intercreditor Agreement and the applicable Security Documents.
Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) any
Restricted Subsidiary (other than an Issuer) may merge, consolidate or amalgamate with or
transfer all or part of its properties and assets to BP I, BP II or to another Restricted
Subsidiary, and (B) BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer may
merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of
reincorporating BP I, BP II, the US Issuer I, the US Issuer II or the Luxembourg Issuer in a member
state of (or in another member state of) the European Union that was a member state on January 1,
2004, the United States, the District of Columbia, or any state or territory thereof, or New
Zealand or may convert into a limited liability company, so long as the amount of Indebtedness of
BP I, BP II and the Restricted Subsidiaries is not increased thereby. The provisions set forth in
this Article V will not apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among BP I, BP II and the Restricted Subsidiaries.



          (b) Subject to the provisions of Section 10.06 (which govern the release of a Senior Secured
Note Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Senior Secured
Note Guarantor), no Senior Secured Note Guarantor (other than RGHL) will, and BP I and BP II will
not permit any Senior Secured Note Guarantor (other than RGHL) to, consolidate, amalgamate or merge
with or into or wind-up into (whether or not such Senior Secured Note Guarantor is the surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or Substantially All
of its properties or assets in one or more related transactions to, any Person unless:




     (i) either (A) such Senior Secured Note Guarantor is the surviving Person or the Person
formed by or surviving any such consolidation, amalgamation or merger (if other than such
Senior Secured Note Guarantor) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation, partnership or limited
liability company organized or existing under the laws of any member state of the European
Union that was a member state on January 1, 2004, the United States, the District of
Columbia, or any state or territory thereof or New Zealand (such Senior Secured Note
Guarantor or such Person, as the case may be, being herein called the “Successor Senior
Secured Note Guarantor”), and the Successor Senior Secured Note Guarantor (if other than
such Senior Secured Note Guarantor) expressly assumes all the obligations of such Senior
Secured Note Guarantor under this Senior Secured Notes Indenture, the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement and the relevant Security
Documents and such Senior Secured Note Guarantor’s Senior Secured Note Guarantee pursuant to
a supplemental indenture or other documents or instruments in form satisfactory to the
Trustee, or (B) if such sale or disposition or consolidation, amalgamation or merger is with
a Person other than BP I, BP II or any Restricted Subsidiary, such sale or disposition or
consolidation, amalgamation or merger is not in violation of Section 4.06; and




     (ii) the Successor Senior Secured Note Guarantor (if other than such Senior Secured
Note Guarantor) shall have delivered or caused to be delivered to the Trustee an



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Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation,
merger or transfer and such supplemental indenture (if any) comply with this Senior Secured
Notes Indenture.



          Except as otherwise provided in this Senior Secured Notes Indenture, in a transaction to which
Section 5.01(b)(i)(A) applies, the Successor Senior Secured Note Guarantor (if other than such
Senior Secured Note Guarantor) will succeed to, and be substituted for, such Senior Secured Note
Guarantor under this Senior Secured Notes Indenture and such Senior Secured Note Guarantor’s Senior
Secured Note Guarantee, and such Senior Secured Note Guarantor will automatically be released and
discharged from its obligations under this Senior Secured Notes Indenture and such Senior Secured
Note Guarantor’s Senior Secured Note Guarantee. Notwithstanding the foregoing, (A) a Senior
Secured Note Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely
for the purpose of reincorporating such Senior Secured Note Guarantor in a member state of (or
another member state of) the European Union that was a member state on January 1, 2004, the United
States or any state or territory thereof, the District of Columbia or New Zealand so long as the
amount of Indebtedness of the Senior Secured Note Guarantor is not increased thereby, and (B) a
Senior Secured Note Guarantor may merge, amalgamate or consolidate with another Senior Secured Note
Guarantor, an Issuer, BP I or BP II.



          In addition, notwithstanding the foregoing, any Senior Secured Note Guarantor may consolidate,
amalgamate or merge with or into or wind-up into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or Substantially All of its properties or assets (collectively, a
“Transfer”) to (x) BP I, an Issuer or any Senior Secured Note Guarantor or (y) any Restricted
Subsidiary that is not a Senior Secured Note Guarantor; provided that at the time of each such
Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date
shall not exceed 5.0% of the consolidated assets of BP I, BP II, the Issuers and the Senior Secured
Note Guarantors as shown on the most recent available combined consolidated balance sheet of BP I,
BP II, the Issuers and the Restricted Subsidiaries after giving effect to each such Transfer and
including all Transfers occurring from and after the Issue Date (excluding Transfers in connection
with the Transactions described in the Offering Circular). Subject to the foregoing, upon a
Transfer to a Restricted Subsidiary that is not a Senior Secured Note Guarantor, any Collateral
subject to security interests in favor of the Senior Secured Notes will be automatically released
from such security interests and the Senior Secured Notes will no longer have the benefit of such
Collateral.



ARTICLE VI




Defaults and Remedies



          SECTION 6.01. Events of Default. An “Event of Default” occurs if:




     (a) there is a default in any payment of interest on any Senior Secured Note when the
same becomes due and payable, and such default continues for a period of 30 days;




     (b) there is a default in the payment of principal or premium, if any, of any Senior
Secured Note when due at its Stated Maturity, upon optional redemption, upon required



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repurchase (other than with respect to any Change of Control Payment, which shall be
governed by clause (d) of this Section 6.01), including under Section 3.09, upon declaration
or otherwise;




     (c) BP I, BP II, the Escrow Issuers (but only prior to the Assumption) or any
Restricted Subsidiaries fails to comply with its obligations under Sections 4.13(a), 5.01 or
4.22 or with any obligation under the Escrow Agreement;




     (d) BP I, BP II or any Restricted Subsidiaries fails to comply for 60 days after notice
with its agreements contained in the Senior Secured Notes or this Senior Secured Notes
Indenture (other than a failure to purchase Senior Secured Notes);




     (e) BP I, BP II, an Issuer or any Significant Subsidiary fails to pay any Indebtedness
(other than Indebtedness owing to BP I, BP II or a Restricted Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such Indebtedness by
the holders thereof because of a default, in each case, if the total amount of such
Indebtedness unpaid or accelerated exceeds $30.0 million or its foreign currency equivalent;




     (f) BP I, BP II, an Issuer, a Significant Subsidiary or any Restricted Subsidiary that,
directly or indirectly, owns or holds any Equity Interest of an Issuer, pursuant to or
within the meaning of any Bankruptcy Law:




(i) commences a voluntary case;




(ii) consents to the entry of an order for relief against it in an
involuntary case;




(iii) consents to the appointment of a Custodian of it or for any
substantial part of its property; or




(iv) takes any comparable action to that set forth in clause (i), (ii) or
(iii) of this Section 6.01(f) under any foreign laws relating to insolvency;




     (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




(i) is for relief against BP I, BP II, an Issuer, a Significant Subsidiary
or any Restricted Subsidiary that, directly or indirectly, owns or holds any
Equity Interest of an Issuer, in an involuntary case;




(ii) appoints a Custodian of BP I, BP II, an Issuer, a Significant
Subsidiary or any Restricted Subsidiary that, directly or indirectly, owns
or holds any Equity Interest of an Issuer, or for any substantial part of
its property; or




(iii) orders the winding up or liquidation of BP I, BP II, an Issuer, a
Significant Subsidiary or any Restricted Subsidiary that, directly or
indirectly, owns or holds any Equity Interest of an Issuer;



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and the order or decree remains unstayed and in effect for 60 days;




     (h) BP I, BP II, an Issuer or any Significant Subsidiary fails to pay final judgments
aggregating in excess of $50.0 million or its foreign currency equivalent (net of any
amounts which are covered by enforceable insurance policies issued by solvent carriers),
which judgments are not discharged, waived or stayed for a period of 60 days following the
entry thereof;




     (i) any Senior Secured Note Guarantee of RGHL, BP I or a Significant Subsidiary (or any
Senior Secured Note Guarantee of one or more Senior Secured Note Guarantors that
collectively would represent a Significant Subsidiary) ceases to be in full force and effect
(except as contemplated by the terms thereof or the terms of this Senior Secured Notes
Indenture or the First Lien Intercreditor Agreement) or BP I, BP II or any Senior Secured
Note Guarantor that qualifies as a Significant Subsidiary (or one or more Senior Secured
Note Guarantors that collectively would represent a Significant Subsidiary) denies or
disaffirms its obligations under this Senior Secured Notes Indenture or any Senior Secured
Note Guarantee and such Default continues for 20 days; or




     (j) the security interest in the Collateral created under any Security Document shall,
at any time, cease to be in full force and effect and constitute a valid and, to the extent
applicable and required by the Agreed Security Principles, perfected, lien with the priority
required by this Senior Secured Notes Indenture for any reason other than the satisfaction
in full of all obligations under this Senior Secured Notes Indenture and discharge of this
Senior Secured Notes Indenture or in accordance with the terms of the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement or any Additional Intercreditor
Agreement or as provided under Section 12.06 or any security interest created under any
Security Document shall be invalid or unenforceable (other than any such failure to be in
full force and effect and constitute a valid and, to the extent applicable and required by
the Agreed Security Principles, perfected, lien with the priority required by this Senior
Secured Notes Indenture or any invalidity or unenforceability that would not be material to
the Holders) or RGHL, BP I, an Issuer or any Person granting Collateral the subject of any
such security interest shall assert, in any pleading in any court of competent jurisdiction,
that any such security interest is invalid or unenforceable and in each case (but only in
the event that such failure to be in full force and effect and constitute a valid and, to
the extent applicable and required by the Agreed Security Principles, perfected, lien with
the priority required by this Senior Secured Notes Indenture or such invalidity or
unenforceability or failure to be perfected or such assertion is capable of being cured
without imposing any new hardening period, in equity or at law, to which such security
interest was not otherwise subject immediately prior to such failure or assertion, other
than any such hardening period that is also applicable to any other Lien over the relevant
Collateral) such failure or such assertion shall have continued uncured for a period of (x)
30 days after the Issuers become aware of such failure with respect to any Collateral of a
Domestic Subsidiary of BP I (other than Collateral which is an Equity Interest of a Foreign
Subsidiary) or (y) 60 days after the Issuers become aware of such failure otherwise.



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          The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



          The term “Bankruptcy Law” means any applicable Luxembourg law relating to bankruptcy,
insolvency, administration, examination, court protection, receivership, schemes of arrangement or
similar matters, Title 11, United States Code, or any similar Federal, state or non-U.S.
bankruptcy, insolvency, receivership or similar law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.



          A Default under clause (d) of this Section 6.01 (other than a failure to purchase Senior
Secured Notes) shall not constitute an Event of Default until the Trustee or the holders of 25% in
principal amount of outstanding Senior Secured Notes of such series notify the Issuers of the
default and the Issuers do not cure or cause the cure of such default within the time specified in
clause (d) hereof, after receipt of such notice. Such notice must specify the Default, demand that
it be remedied and state that such notice is a “Notice of Default”.



          An Issuer or BP I, as applicable, shall deliver to the Trustee (i) as soon as it becomes aware
of the occurrence of an Event of Default, written notice of the occurrence of such Event of Default
and (ii) within 30 days after the occurrence thereof, written notice of any event which would
constitute a Default under clause (c), (d), (e), (f) or (g) of Section 6.01, its status and what
action BP I, BP II or any Issuer, as applicable, is taking or proposes to take in respect thereof.



          SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in (x) Section 6.01(f) or (g) with respect to BP I, BP II, an Issuer or any Restricted
Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (y)
Section 6.01(c) with respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply
with its obligations under Section 4.13(a)) occurs and is continuing, the Trustee or the holders of
at least 25% in principal amount of outstanding Senior Secured Notes by notice to the Trustee and
the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest
(including additional interest, if any) on all the Senior Secured Notes to be due and payable.
Upon such a declaration, such principal and interest will be due and payable immediately. If an
Event of Default specified in (i) Section 6.01(f) or (g) with respect to BP I, BP II, an Issuer or
any Restricted Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an
Issuer or (ii) Section 6.01(c) with respect to BP I’s, BP II’s or any Restricted Subsidiary’s
failure to comply with its obligations under Sections 4.13(a) occurs, the principal of, premium, if
any, and interest on all the Senior Secured Notes will become immediately due and payable without
any declaration or other act on the part of the Trustee or any holders. The Holders of a majority
in principal amount of the Senior Secured Notes by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.



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          In the event of any Event of Default specified in Section 6.01(e), such Event of Default and
all consequences thereof (excluding, however, any resulting payment default) will be annulled,
waived and rescinded, automatically and without any action by the Trustee or the holders of the
Senior Secured Notes, if within 20 days after such Event of Default arose the Issuers deliver an
Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the
basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or
waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default
or (z) the default that is the basis for such Event of Default has been cured, it being understood
that in no event shall an acceleration of the principal amount of the Senior Secured Notes as
described above be annulled, waived or rescinded upon the happening of any such events.



          SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy at law or in equity to collect the payment of principal of
or interest on the Senior Secured Notes (including the delivery of a Senior Secured Control Notice
(as such term is defined under the Escrow Agreement) pursuant to the Escrow Agreement with respect
to the Escrow Funds) or to enforce the performance of any provision of the Senior Secured Notes or
this Senior Secured Notes Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of the Senior Secured
Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. To the extent required by law, all available remedies are
cumulative.



          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount
of outstanding Senior Secured Notes by written notice to the Trustee may waive an existing Default
and its consequences except (a) a Default in the payment of the principal of or interest on a
Senior Secured Note, (b) a Default arising from the failure to redeem or purchase any Senior
Secured Note when required pursuant to the terms of this Senior Secured Notes Indenture or (c) a
Default in respect of a provision that under Section 9.02 cannot be amended without the consent of
the Holders of not less than 100% of the then outstanding aggregate principal amount of the Senior
Secured Notes. When a Default is waived, it is deemed cured and the Issuers, the Senior Secured
Note Guarantors, the Trustee and the Holders shall be restored to their former positions and rights
under this Senior Secured Notes Indenture, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.



          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
outstanding Senior Secured Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Senior Secured Notes Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve
the Trustee in personal liability. Prior to taking any action under this Senior Secured Notes
Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action.



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          SECTION 6.06. Limitation on Suits. (a) Subject to Section 7.01, in case an Event of
Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under this Senior Secured Notes Indenture at the request or direction of any of
the holders unless such holders have offered to the Trustee indemnity or security satisfactory to
it against any loss, liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to
this Senior Secured Notes Indenture or the Senior Secured Notes unless:




     (i) such Holder has previously given the Trustee notice that an Event of Default is
continuing,




     (ii) Holders of at least 25% in principal amount of the outstanding Senior Secured
Notes have requested the Trustee to pursue the remedy,




     (iii) such Holders have offered the Trustee security or indemnity satisfactory to it
against any loss, liability or expense,




     (iv) the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity, and




     (v) the Holders of a majority in principal amount of the outstanding Senior Secured
Notes have not given the Trustee a direction inconsistent with such request within such
60-day period.



          SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other
provision of this Senior Secured Notes Indenture, but subject to the terms of the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement and any Additional Intercreditor
Agreement, the right of any Holder to receive payment of principal of and interest on the Senior
Secured Notes held by such Holder, on or after the respective due dates expressed or provided for
in the Senior Secured Notes, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of the Holders of not
less than 100% of the then outstanding aggregate principal amount of the Senior Secured Notes.



          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuers, BP I or any other obligor on the Senior
Secured Notes for the whole amount then due and owing (together with interest on overdue principal
and (to the extent lawful) on any unpaid interest at the rate provided for in the Senior Secured
Notes) and the amounts provided for in Section 7.07.



          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for reasonable compensation, expenses disbursements and advances
of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee
deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings
relative to the Issuers, BP I or any Senior Secured Note Guarantor, their creditors or their
property, shall be entitled to participate as a member, voting or otherwise,




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of any official committee of creditors appointed in such matters and, unless prohibited
by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section
7.07. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Senior Secured Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.




          SECTION 6.10. Priorities. Subject, after the Escrow Release Date, to the First Lien
Intercreditor Agreement and the 2007 UK Intercreditor Agreement, if the Trustee collects any money
or property pursuant to this Article VI, it shall pay out the money or property in the following
order:




     FIRST: to the Trustee for amounts due under Section 7.07;




     SECOND: to the Holders for amounts due and unpaid on the Senior Secured Notes for
principal, premium, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Senior Secured Notes for principal and
interest, respectively;




     THIRD: to the Collateral Agent for amounts due and unpaid on Subordinated Indebtedness
of the Issuers and, if such money or property has been collected from a Senior Secured Note
Guarantor, to holders of Subordinated Indebtedness of such Senior Secured Note Guarantor;
and




     FOURTH: to the Issuers or, to the extent the Trustee collects any amount for any
Senior Secured Note Guarantor, to such Senior Secured Note Guarantor.



          The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section 6.10 and shall notify the Issuers of such record date. At least 15 days before such
record date, the Issuers shall deliver to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.



          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Senior Secured Notes Indenture or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may require the filing by any



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party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of outstanding Senior Secured Notes.




          SECTION 6.12. Waiver of Stay or Extension Laws. None of the Issuers, BP I or any
Senior Secured Note Guarantor (to the extent it may lawfully do so) shall at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Senior Secured Notes Indenture; and the Issuers, BP I and each
Senior Secured Note Guarantor (to the extent that it may lawfully do so) hereby expressly waive all
benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution of every such power
as though no such law had been enacted.



          SECTION 6.13. Direction to Agents. Following the occurrence of an Event of Default
or a potential Event of Default, the Trustee may, by notice to the Agents, require them to act
under its direction.



ARTICLE VII




Trustee



          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Senior Secured
Notes Indenture and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.



          (b) Except during the continuance of an Event of Default:




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Senior Secured Notes Indenture and no implied covenants or
obligations shall be read into this Senior Secured Notes Indenture against the Trustee (it
being agreed that the permissive right of the Trustee to do things enumerated in this Senior
Secured Notes Indenture shall not be construed as a duty); and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Senior Secured Notes Indenture. The Trustee shall be under no duty to make any
investigation as to any statement contained in any such instance, but may accept the same as
conclusive evidence of the truth and accuracy of such statement or the correctness of such
opinions. However, in the case of certificates or opinions required by any provision hereof
to be provided to it, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Senior Secured Notes



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Indenture (but need not confirm or investigate the truth or accuracy of mathematical
calculations or other facts, statements or opinions stated therein).



          (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02 or
6.05; and




     (iv) no provision of this Senior Secured Notes Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers.



          (d) Every provision of this Senior Secured Notes Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.



          (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuers or BP I.



          (f) Money held by the Trustee need not be segregated from other funds except to the extent
required by law.



          SECTION 7.02. Rights of Trustee. Subject to Section 7.01:



          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.



          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.



          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or negligence.



          (e) The Trustee may consult with professional advisers and/or counsel of its own selection
and the advice or opinion of counsel with respect to legal matters relating to this Senior



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Secured Notes Indenture and the Senior Secured Notes or any other agreement referenced herein
shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such professional advisers and/or counsel.




          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of outstanding Senior Secured
Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuers or BP I, personally or by agent or attorney, at the expense of the Issuers
and BP I and shall incur no liability of any kind by reason of such inquiry or investigation.



          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Senior Secured Notes Indenture at the request or direction of any of the Holders
pursuant to this Senior Secured Notes Indenture, unless such Holders shall have offered to the
Trustee security and/or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction.



          (h) The rights, privileges, protections, immunities and benefits given to the Trustee under
this Article VII, including without limitation its right to be indemnified and all other rights
provided under this Article VII (other than with respect to the Collateral Agent, Section 7.07(b)),
are extended to, and shall be enforceable by, the Collateral Agent and The Bank of New York Mellon,
as the Trustee and in each of its other capacities hereunder.



          (i) The Trustee shall not be liable for any action taken or omitted by it in good faith at
the direction of the Holders of not less than a majority in principal amount of outstanding Senior
Secured Notes as to the time, method and place of conducting any proceedings for any remedy
available to the Trustee or the exercising of any power conferred by this Senior Secured Notes
Indenture.



          (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this
Senior Secured Notes Indenture upon the request or authority or consent of any person who, at the
time of making such request or giving such authority or consent, is the Holder of any Senior
Secured Note shall be conclusive and binding upon future Holders of Senior Secured Notes and upon
Senior Secured Notes executed and delivered in exchange therefor or in place thereof.



          (k) The Trustee shall have no duty to inquire as to the performance of the covenants of the
Issuers, BP II or BP I, its Subsidiaries and/or the Senior Secured Note Guarantors in Article IV
hereof, except with respect to Section 4.01 and shall be entitled to assume that the Issuers have
performed in accordance with all of the provisions of this Senior Secured Notes Indenture, unless
otherwise notified to it in writing. Delivery of reports,



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information and documents to the Trustee under Section 4.02 is for informational purposes only
and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Issuers’, BP I’s, BP II’s or RGHL’s compliance with any of their covenants hereunder (as to which
the Trustee is entitled to rely on Officers’ Certificates).




          (l) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to
compliance, and shall not be responsible or liable for compliance with restrictions on transfer,
exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under
this Senior Secured Notes Indenture or under applicable law or regulation with respect to any
transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any
Senior Secured Notes.



          (m) The Trustee is not required to give any bond or surety with respect to the performance of
its duties or the exercise of its powers under this Senior Secured Notes Indenture or the Senior
Secured Notes.



          (n) The Trustee shall not, under any circumstance be liable for any special or consequential
damages (being loss of business, goodwill, opportunity or profit of any kind) of the Issuers, BP I,
BP II or any Senior Secured Note Guarantor or any Subsidiary or any other Person.



          (o) The Issuers shall deliver no later than the date of execution of this Senior Secured
Notes Indenture an Officers’ Certificate setting forth the names of the individuals and/or titles
of officers, authorized at such time to take specified actions pursuant to this Senior Secured
Notes Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded, and the Trustee shall be entitled to rely on the most
recent Officers’ Certificate received.



          (p) The Trustee will not be liable if prevented or delayed in performing any of its
obligations by reason of any present or future law applicable to it, by any governmental or
regulatory authority or by any force majeure circumstances beyond its control.



          (q) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of, or caused by, directly or indirectly,
forces majeures beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God; it being understood that the Trustee shall use reasonable best efforts
which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.



          (r) The Trustee may refrain from taking any action in any jurisdiction if the taking of such
action in that jurisdiction would, in its opinion based upon legal advice in the relevant
jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, of the
State of New York. Furthermore, the Trustee may also refrain from taking such action if it could
otherwise render it liable to any person in that jurisdiction or the State of New York or if, in
its



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opinion based upon such legal advice, it would not have the power to do the relevant thing in
that jurisdiction by virtue of any applicable law in that jurisdiction or in the State of New York
or if it is determined by any court or other competent authority in that jurisdiction or in the
State of New York that it does not have such power.




          SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Senior Secured Notes and may otherwise deal with
the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any
Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with
Section 7.10.



          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Senior Secured Notes Indenture, any
Senior Secured Note Guarantee or the Senior Secured Notes, or any Collateral. The Trustee shall
not be accountable for the Issuers’ or BP I’s use of the proceeds from the Senior Secured Notes,
and it shall not be responsible for any statement of the Issuers, BP I or any Senior Secured Note
Guarantor in this Senior Secured Notes Indenture or in any document issued in connection with the
sale of the Senior Secured Notes or in the Senior Secured Notes other than the Trustee’s
certificate of authentication. The Trustee shall not be charged with knowledge of any Default or
Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i) or (j) or of the identity of
any Significant Subsidiary unless a Trust Officer in the Corporate Trust Office of the Trustee
shall have received written notice thereof referencing this Senior Secured Notes Indenture and the
applicable section of 6.01 hereof in accordance with Section 13.02 hereof from the Issuers, BP I,
any Senior Secured Note Guarantor or any Holder. In accepting the trust hereby created, the
Trustee acts solely as Trustee for the Holders of the Senior Secured Notes and not in its
individual capacity and all persons, including the Holders of Senior Secured Notes and the Issuers
having any claim against the Trustee arising from this Senior Secured Notes Indenture shall look
only to the funds and accounts held by the Trustee hereunder for payment except as otherwise
provided herein.



          SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and has been
notified to the Trustee, the Trustee must mail (or otherwise deliver in accordance with applicable
DTC procedures, as applicable) to each registered holder of Senior Secured Notes notice of the
Default within the earlier of 90 days after it occurs or 30 days after written notice of it is
received by the Trustee.



          SECTION 7.06. [Reserved.]



          SECTION 7.07. Compensation and Indemnity. (a) The Issuers, failing which the Senior
Secured Note Guarantors, shall pay to the Trustee and each Agent from time to time compensation for
their respective services as agreed in writing between the Issuers and the Trustee and each Agent
from time to time and, following the occurrence of an Event of Default or a potential Event of
Default, such additional fees and expenses as the Trustee deems to be appropriate. The Trustee’s
and each Agent’s compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuers, jointly and severally, failing which the Senior Secured Note
Guarantors shall reimburse the Trustee and each Agent upon request for all properly incurred
out-of-pocket expenses incurred or made by it, including costs of collection,



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in addition to the compensation for its services. Such expenses shall include the properly
incurred compensation and expenses, disbursements and advances of the Trustee’s and each Agent’s
agents, counsel, accountants and experts. The Issuers and each Senior Secured Note Guarantor,
jointly and severally shall indemnify the Trustee and each Agent (which in each case, for purposes
of this Section 7.07, 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 Indenture or Senior Secured Note Guarantee against the Issuers,
BP I or a Senior Secured Note Guarantor (including this Section 7.07) and defending itself against
or investigating any claim (whether (i) asserted by the Issuers, BP I, any Senior Secured Note
Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee
under the 2007 UK 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
the Issuers, BP I or any Senior Secured Note Guarantor 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 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 other Senior Secured Note
Guarantors in this Section 7.07, 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 particular Senior Secured Notes.



          (c) The Issuers’ and the Senior Secured Note Guarantors’ payment obligations pursuant to this
Section 7.07 shall survive the satisfaction or discharge of this Senior Secured Notes Indenture,
any rejection or termination of this Senior Secured Notes Indenture under any Bankruptcy Law or the
resignation or removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(f) or (g) with respect to the Issuers or BP I, the expenses are intended
to constitute expenses of administration under the Bankruptcy Law.



          (d) No provision of this Senior Secured Notes Indenture shall require the Trustee or
Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
repayment of such funds or adequate indemnity against such risk or liability is not assured to its
satisfaction.



          For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given
to the Trustee in this Section 7.07, including its rights to be indemnified, are



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extended to, and shall be enforceable by, the Trustee and by each Agent (including Wilmington
Trust (London) Limited as additional collateral agent).




          SECTION 7.08. Replacement of Trustee or Agent. (a) The Trustee and any Agent may
resign at any time by so notifying the Issuers or BP I. The Holders of a majority in principal
amount of outstanding Senior Secured Notes may remove the Trustee or any Agent by so notifying the
Trustee or such Agent and may appoint a successor Trustee or Agent. The Issuers shall remove the
Trustee or any Agent if:




     (i) the Trustee or such Agent fails to comply with Section 7.10;




     (ii) the Trustee or such Agent is adjudged bankrupt or insolvent;




     (iii) a receiver or other public officer takes charge of the Trustee or such Agent or
its property; or




     (iv) the Trustee or such Agent otherwise becomes incapable of acting.



          (b) If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in
principal amount of outstanding Senior Secured Notes and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly
appoint a successor Trustee.



          (c) A successor Trustee shall deliver a written acceptance of its appointment and its
accession to the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement and any
Additional Intercreditor Agreement to the retiring Trustee, the Collateral Agent and to the Issuers
or BP I. Thereupon the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the Trustee under this Senior
Secured Notes Indenture. The successor Trustee shall deliver a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.07(b).



          (d) If a successor Trustee or Agent, as applicable, does not take office within 60 days after
the retiring Trustee resigns or is removed, (i) the retiring Trustee or Agent, as applicable, or
the Holders of 10% in principal amount of outstanding Senior Secured Notes may petition at the
expense of the Issuers any court of competent jurisdiction for the appointment of a successor
Trustee or (ii) the retiring Trustee or Agent, as applicable, may appoint a successor Trustee or
Agent, as applicable, at any time prior to the date on which a successor Trustee or Agent, as
applicable, takes office; provided that such appointment shall be reasonably satisfactory to the
Issuers.



          (e) If the Trustee fails to comply with Section 7.10, any Holder who has been a bona fide
Holder of a Senior Secured Note for at least six months may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



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          (f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the
Issuers’ or BP I’s obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee or Agent, as applicable.



          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or Substantially All of its corporate trust business or assets
to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Senior Secured Notes Indenture any of the
Senior Secured Notes shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such
Senior Secured Notes so authenticated; and in case at that time any of the Senior Secured Notes
shall not have been authenticated, any successor to the Trustee may authenticate such Senior
Secured Notes either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Senior Secured Notes or in this Senior Secured Notes Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Senior Secured Notes in the name of
any predecessor Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.



          SECTION 7.10. Eligibility; Disqualification. This Senior Secured Notes Indenture
shall at all times have a Trustee that is an entity organized and doing business under the laws of
the United States or any state thereof, or a member state of the European Union or a political
subdivision thereof, that is authorized under such laws to exercise corporate trustee power and
that is subject to supervision or examination by federal or state authorities or by the authorities
of a member state of the European Union or a political subdivision thereof. The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. No obligor under the Senior Secured Notes or Person directly
controlling, controlled by, or under common control with such obligor shall serve as Trustee.



ARTICLE VIII




Discharge of Indenture; Defeasance



          SECTION 8.01. Discharge of Liability on Senior Secured Notes; Defeasance. This
Senior Secured Notes Indenture shall be discharged and shall cease to be of further effect (except
as to surviving rights of registration of transfer or exchange of Senior Secured Notes, as
expressly provided for in this Senior Secured Notes Indenture) as to all outstanding Senior Secured
Notes when:




     (a) either (i) all the Senior Secured Notes theretofore authenticated and delivered
(except lost, stolen or destroyed Senior Secured Notes which have been replaced or paid and
Senior Secured Notes for whose payment money has theretofore been deposited in



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trust or segregated and held by the Issuers and thereafter repaid to the Issuers or
discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all
of the Senior Secured Notes (A) have become due and payable, (B) will become due and payable
at their stated maturity within one year or (C) if redeemable at the option of the Issuers,
are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be
deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Senior Secured Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Senior Secured Notes to
the date of deposit together with irrevocable instructions from the Issuers directing the
Trustee to apply such funds to the payment thereof at maturity or redemption, as the case
may be;




     (b) BP I, BP II, each Issuer or the Senior Secured Note Guarantors have paid all other
sums payable under this Senior Secured Notes Indenture; and




     (c) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel stating that all conditions precedent under this Senior Secured Notes Indenture
relating to the satisfaction and discharge of this Senior Secured Notes Indenture have been
complied with; provided that any counsel may rely on an Officers’ Certificate as to matters
of fact.




Notwithstanding clauses (a) and (b) above, the Issuers’, BP I’s or BP II’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.15, 7.07, 7.08 and in this Article VIII shall
survive until the Senior Secured Notes have been paid in full. Thereafter, the Issuers’ BP
I’s or BP II’s obligations in Sections 7.07 and 8.06 shall survive such satisfaction and
discharge.



          Subject to the preceding paragraph and Section 8.02, the Issuers at any time may terminate (i)
all of their obligations under the Senior Secured Notes and this Senior Secured Notes Indenture
(with respect to such Senior Secured Notes) (“legal defeasance option”) or (ii) its obligations
under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.16, 4.17, 4.18,
4.19, 4.24, 4.25(a), 4.26 and 4.27 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d)
(with respect to the foregoing Sections of Article IV only), 6.01(e), 6.01(f) (with respect to
Significant Subsidiaries only), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h),
6.01(i) and 6.01(j) (“covenant defeasance option”). The Issuers may exercise their legal
defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the
event that the Issuers terminate all of their obligations under the Senior Secured Notes and this
Senior Secured Notes Indenture (with respect to such Senior Secured Notes) by exercising their
legal defeasance option or their covenant defeasance option, each Senior Secured Note Guarantor
will be released from all of its obligations with respect to its Senior Secured Note Guarantee and
the Issuers and each Senior Secured Note Guarantor will be released from all of its obligations
under the Security Documents with respect to the Senior Secured Notes or Senior Secured Note
Guarantees, as applicable.



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          If the Issuers exercise their legal defeasance option, payment of the Senior Secured Notes may
not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise
their covenant defeasance option, payment of the Senior Secured Notes may not be accelerated
because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with
respect only to Significant Subsidiaries), 6.01(g) (with respect only to Significant Subsidiaries),
6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section
5.01(a)(iv).



          Upon satisfaction of the conditions set forth herein and upon request of the Issuers, BP I or
BP II, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers
terminate.



          SECTION 8.02. Conditions to Defeasance. (a) The Issuers may exercise their legal
defeasance option or their covenant defeasance option only if:




     (i) the Issuers irrevocably deposit with the Trustee money in US Dollars, the principal
of and the interest on which shall be sufficient, or a combination thereof sufficient, to
pay the principal of and premium (if any) and interest on the Senior Secured Notes when due
at maturity or redemption, as the case may be, including interest thereon to maturity or
such redemption date;




     (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited US Dollars, plus any deposited
money without investment shall provide cash at such times and in such amounts as shall be
sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes
to maturity or redemption, as the case may be;




     (iii) 90 days pass after the deposit is made and during the 90-day period no Default
specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs
which is continuing at the end of the period;




     (iv) the deposit does not constitute a default under any other material agreement
binding on either Issuer, BP I or BP II;




     (v) in the case of the legal defeasance option, the Issuers shall have delivered to the
Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has
been published by, the Internal Revenue Service a ruling, or (2) since the date of this
Senior Secured Notes Indenture there has been a change in the applicable U.S. Federal income
tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders shall not recognize income, gain or loss for U.S. Federal income
tax purposes as a result of such deposit and defeasance and shall be subject to U.S. Federal
income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred; provided, however, the Opinion of
Counsel required with respect to a legal defeasance need not be delivered if all Senior
Secured Notes not theretofore delivered to the Trustee for cancellation have become due and
payable;



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     (vi) in the case of the covenant defeasance option, the Issuers shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income,
gain or loss for U.S. Federal income tax purposes as a result of such deposit and defeasance
and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such deposit and defeasance had not
occurred; and




     (vii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Senior Secured Notes to be so defeased and discharged as contemplated by this Article VIII
have been complied with.



          (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee
for the redemption of such Senior Secured Notes at a future date in accordance with Article III.



          SECTION 8.03. Application of Trust Money. The Trustee shall hold money deposited
with it pursuant to this Article VIII. The Trustee shall apply the deposited money through each
Paying Agent and in accordance with this Senior Secured Notes Indenture to the payment of principal
of and interest on the Senior Secured Notes so discharged or defeased.



          SECTION 8.04. Repayment to Issuers. Each of the Trustee and each Paying Agent shall
promptly pay to the Issuers upon request an amount equal to any money held by it as provided in
this Article VIII which, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII.



          Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay
to the Issuers upon written request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies.



          SECTION 8.05. [Reserved.]



          SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply
any money in accordance with this Article VIII by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Issuers’ and the Senior Secured Notes Guarantors’ obligations
under this Senior Secured Notes Indenture and the Senior Secured Notes so discharged or defeased
shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or any Paying Agent is permitted to apply all such money in
accordance with this Article VIII; provided, however, that, if any Issuer or any Senior Secured
Note Guarantor has made any payment of principal of or interest on, any such Senior Secured Notes
because of the reinstatement of its obligations, such Issuer or Senior Secured Note Guarantor, as
the case may be, shall be subrogated to the rights of the Holders of



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such Senior Secured Notes to receive such payment from the money held by the Trustee or any
Paying Agent.




ARTICLE IX




Amendments and Waivers



          SECTION 9.01. Without Consent of the Holders. (a) BP I, the Issuers, the Trustee
and the Collateral Agent may amend this Senior Secured Notes Indenture, the Escrow Agreement, the
Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement,
any Additional Intercreditor Agreement or any Security Document:




     (i) to cure any ambiguity, omission, mistake, defect or inconsistency;




     (ii) to give effect to any provision of this Senior Secured Notes Indenture (including,
without limitation, the release of any Senior Secured Note Guarantees or security interest
in any Collateral in accordance with the terms of Sections 10.06 (with respect to the Senior
Secured Note Guarantees) and 12.01(a)(i) and (ii) and 12.06 (with respect to security
interests in the Collateral));




     (iii) to comply with Article V;




     (iv) to provide for the assumption by a Successor Company of the obligations of any
Issuer under this Senior Secured Notes Indenture and the Senior Secured Notes, to provide
for the assumption by Midco of the obligations of RGHL under this Senior Secured Notes
Indenture and the Senior Secured Notes or to provide for the assumption by a Successor
Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under
this Senior Secured Notes Indenture and its Senior Secured Note Guarantee;




     (v) to provide for uncertificated Senior Secured Notes in addition to or in place of
certificated Senior Secured Notes (provided that the uncertificated Senior Secured Notes are
issued in registered form for purposes of Section 163(f) of the Code);




     (vi) to add a Senior Secured Note Guarantee with respect to the Senior Secured Notes;




     (vii) to add assets to the Collateral;




     (viii) to release Collateral from any Lien pursuant to this Senior Secured Notes
Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any
Additional Intercreditor Agreement and the applicable Security Documents when permitted or
required by this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the
2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable
Security Documents;



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     (ix) to the extent necessary to provide for the granting of a security interest for the
benefit of any Person; provided that the granting of such security interest is not
prohibited under Section 4.17 or otherwise under this Senior Secured Notes Indenture;




     (x) to add to the covenants of the Issuers, BP I, BP II or any Senior Secured Note
Guarantor for the benefit of the Holders or to surrender any right or power conferred upon
BP I or BP II;




     (xi) to make any change that does not adversely affect the rights of any Holder;




     (xii) to evidence and give effect to the acceptance and appointment under this Senior
Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor
Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a
successor Trustee;




     (xiii) to provide for the accession of the Trustee to any instrument in connection with
the Senior Secured Notes;




     (xiv) to make certain changes to this Senior Secured Notes Indenture to provide for the
issuance of Additional Senior Secured Notes; or




     (xv) to comply with any requirement of the SEC in connection with the qualification of
this Senior Secured Notes Indenture under the Trust Indenture Act, if such qualification is
required.



          Before entering into any such amendment or supplemental indenture, the Trustee shall be
entitled to require and rely absolutely on such evidence as it reasonably deems appropriate,
including an Opinion of Counsel and an Officers’ Certificate.



          After an amendment under this Section 9.01 becomes effective, the Issuers shall mail (or
otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly
describing such amendment. However, the failure to give such notice to all Holders entitled to
receive such notice, or any defect therein, shall not impair or affect the validity of the
amendment under this Section 9.01.



          SECTION 9.02. With Consent of the Holders. (a) The Issuers, the Senior Secured Note
Guarantors, the Escrow Agent, the Trustee and the Collateral Agent may amend this Senior Secured
Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK
Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents with the
consent of the holders of a majority in principal amount of the Senior Secured Notes then
outstanding (including consents obtained in connection with a tender offer or exchange for the
Senior Secured Notes) and any past default or compliance with any provisions may be waived with the
consent of the holders of a majority in principal amount of the Senior Secured Notes then
outstanding; provided, however, that without the consent of each holder of an outstanding Senior
Secured Note affected, no amendment may, among other things:




     (i) reduce the amount of Senior Secured Notes whose holders must consent to an
amendment;



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     (ii) reduce the rate of or extend the time for payment of interest on any Senior
Secured Note;




     (iii) reduce the principal of or extend the Stated Maturity of any Senior Secured Note;




     (iv) reduce the premium or amount payable upon the redemption of any Senior Secured
Note, change the time at which any Senior Secured Note may be redeemed in accordance with
Article III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured
Notes;




     (v) make any Senior Secured Note payable in money other than that stated in such Senior
Secured Note;




     (vi) expressly subordinate the Senior Secured Notes or any Senior Secured Note
Guarantee to any other Indebtedness of any Issuer, BP I or any Senior Secured Note Guarantor
not otherwise permitted by this Senior Secured Notes Indenture;




     (vii) impair the right of any holder to receive payment of principal of, premium, if
any, and interest on such holder’s Senior Secured Notes on or after the due dates therefor
or to institute suit for the enforcement of any payment on or with respect to such holder’s
Senior Secured Notes;




     (viii) make any change in Section 6.04 or the proviso at the end of the first sentence
of this Section 9.02;




     (ix) change the provisions of the First Lien Intercreditor Agreement or the 2007 UK
Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to
the interests of the Holders in any material respect; or




     (x) make any change in Section 4.15 of this Senior Secured Notes Indenture or Section 7
of the Senior Secured Notes that adversely affects the rights of any Holder to receive
payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior
Secured Notes or this Senior Secured Notes Indenture in a way that would result in the loss
of an exemption from any of the Taxes described thereunder that are required to be withheld
or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured
Note or any Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted
Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for
purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United
States.




     (b) Subject to the terms of Section 9.02(a) (including clauses (i) through (x)
thereof), without the consent of the holders of 90% in principal amount of the Senior
Secured Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer or exchange for the Senior Secured Notes), an amendment or waiver
may not:



138









 






     (i) change the provisions applicable to the special mandatory redemption of any
Senior Secured Note as set forth in Section 3.09; or




     (ii) make any change in the Escrow Agreement that would adversely affect the
Holders.




     (c) Without the consent of the holders of the requisite percentage of the aggregate
principal amount of the Senior Secured Notes then outstanding required by the Trust
Indenture Act (which consents may be obtained in connection with a tender offer or exchange
offer for the Senior Secured Notes), no amendment or waiver may release from the Lien of
this Senior Secured Notes Indenture and the Security Documents all or substantially all of
the Collateral; provided, however, that if any such amendment or waiver disproportionately
adversely affects one series of Senior Secured Notes, such amendment or waiver shall also
require the consent of the holders of at least the requisite percentage of the aggregate
principal amount of such adversely affected series of Senior Secured Notes required by the
Trust Indenture Act (which consents may be obtained in connection with a tender offer or
exchange offer for the Senior Secured Notes).



          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.



          After an amendment under this Section 9.02 becomes effective, the Issuers shall mail (or
otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly
describing such amendment. However, the failure to give such notice to all Holders entitled to
receive such notice, or any defect therein, shall not impair or affect the validity of the
amendment under this Section 9.02.



          SECTION 9.03. [Reserved.]



          SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an
amendment or a waiver by a Holder of a Senior Secured Note shall bind the Holder and every
subsequent Holder of that Senior Secured Note or portion of the Senior Secured Note that evidences
the same debt as the consenting Holder’s Senior Secured Note, even if notation of the consent or
waiver is not made on the Senior Secured Note. However, any such Holder or subsequent Holder may
revoke the consent or waiver as to such Holder’s Senior Secured Note or portion of the Senior
Secured Note if the Trustee receives the notice of revocation before the date on which the Trustee
receives an Officers’ Certificate from each Issuer certifying that the requisite principal amount
of Senior Secured Notes have consented. After an amendment or waiver becomes effective, it shall
bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuers or
the Trustee of consents by the Senior Secured Notes of the requisite principal amount of Senior
Secured Notes, (ii) satisfaction of conditions to effectiveness as set forth in Section 13.03 and
any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such
amendment or waiver (or supplemental indenture) by the Issuers and the Trustee.



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          (b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Senior Secured Notes Indenture. If a record
date is fixed, then notwithstanding clause (a) of this Section 9.04, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any such action, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 120 days after such record date.



          SECTION 9.05. Notation on or Exchange of Senior Secured Notes. If an amendment,
supplement or waiver changes the terms of a Senior Secured Note, the Issuers may require the Holder
of the Senior Secured Note to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Senior Secured Note regarding the changed terms and return it to the Holder.
Alternatively, if the Issuers or the Trustee so determines in exchange for the Senior Secured Note,
the Issuers shall issue and the Trustee shall authenticate a new Senior Secured Note that reflects
the changed terms. Failure to make the appropriate notation or to issue a new Senior Secured Note
shall not affect the validity of such amendment, supplement or waiver.



          SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment, the Trustee shall be entitled to receive
indemnity or security satisfactory to it and shall be provided with, and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that such amendment, supplement or waiver is authorized or permitted by this Senior Secured
Notes Indenture and that such amendment, supplement or waiver is the legal, valid and binding
obligation of the Issuers and the Senior Secured Note Guarantors, enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof.



          SECTION 9.07. Payment for Consent. Neither Issuer nor any Affiliate of either Issuer
shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Senior Secured Notes Indenture or the Senior
Secured Notes unless such consideration is offered to be paid to all Holders that so consent, waive
or agree to amend in the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.



          SECTION 9.08. Compliance with the Trust Indenture Act. All amendments and
supplements shall comply with the Trust Indenture Act if, at the time of any such amendment,
supplement or waiver, the Trust Indenture Act is applicable to this Senior Secured Notes Indenture.
In the event the Senior Secured Notes are registered with the SEC pursuant to the Senior Secured
Notes Registration Rights Agreement, the Trust Indenture Act shall govern this Senior Secured Notes
Indenture.



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ARTICLE X




Guarantees



          SECTION 10.01. Guarantees. (a) Subject to the 2007 UK Intercreditor Agreement, the
First Lien Intercreditor Agreement and any Additional Intercreditor Agreement, from and after the
Escrow Release Date, each Senior Secured Note Guarantor hereby unconditionally and irrevocably
guarantees, jointly and severally, on a senior basis, to each Holder and to the Trustee and its
successors and assigns (i) the full and punctual payment of principal of and interest on the Senior
Secured Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Issuers under this Senior Secured Notes Indenture and the Senior
Secured Notes and (ii) the full and punctual performance within applicable grace periods of all
other obligations of the Issuers under this Senior Secured Notes Indenture and the Senior Secured
Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”),
subject to the limitations set forth in Section 10.08; provided, however, that in no event shall a
US Controlled Foreign Subsidiary be required to guarantee the Guaranteed Obligations. Each Senior
Secured Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed,
in whole or in part, without notice or further assent from such Senior Secured Note Guarantor and
that such Senior Secured Note Guarantor will remain bound under this Article X notwithstanding any
extension or renewal of any Guaranteed Obligation.



          (b) Each Senior Secured Note Guarantor waives presentation to, demand of, payment from and
protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for
nonpayment. Each Senior Secured Note Guarantor waives notice of any default under the Senior
Secured Notes or the Guaranteed Obligations. The obligations of each Senior Secured Note Guarantor
hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim
or demand or to enforce any right or remedy against the Issuers or any other Person (including any
Senior Secured Note Guarantor) under this Senior Secured Notes Indenture, the Senior Secured Notes
or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any
rescission, waiver, amendment or modification of any of the terms or provisions of this Senior
Secured Notes Indenture, the Senior Secured Notes or any other agreement; (4) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the
failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of
the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the
ownership of such Senior Secured Note Guarantor.



          (c) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee
herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any Holder or the Trustee
to any security held for payment of the Guaranteed Obligations.



          (d) [Reserved.]



          (e) Except as expressly set forth in Article VIII and Sections 10.02, 10.06 and 10.08, the
obligations of each Senior Secured Note Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of



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waiver, release, surrender, alteration or compromise, and shall not be subject to any defense
of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Senior Secured Note Guarantor herein shall not
be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Senior Secured Notes Indenture, the
Senior Secured Notes or any other agreement, by any waiver or modification of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the obligations, or by any
other act or thing or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of such Senior Secured Note Guarantor or would otherwise
operate as a discharge of such Senior Secured Note Guarantor as a matter of law or equity.




          (f) Each Senior Secured Note Guarantor further agrees that its Senior Secured Note Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise
be restored by any Holder or the Trustee upon the bankruptcy or reorganization of either Issuer or
otherwise.



          (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against any Senior Secured Note Guarantor by virtue hereof,
upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation
when and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each Senior Secured Note
Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A)
the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest and premiums (if
any) on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all
other monetary Guaranteed Obligations of the Issuers to the Holders and the Trustee.



          (h) Each Senior Secured Note Guarantor agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby
may be accelerated as provided in Article VI for the purposes of such Senior Secured Note
Guarantor’s Senior Secured Note Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Senior Secured Note Guarantor for the purposes of this
Section 10.01.



          (i) Each Senior Secured Note Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees and expenses), subject to the limitations set forth in
Section 10.08, incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights
under this Section 10.01.



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          SECTION 10.02. Limitation on Liability. Any term or provision of this Senior Secured
Notes Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed
Obligations guaranteed hereunder by any Senior Secured Note Guarantor shall not exceed the maximum
amount that can be hereby guaranteed without rendering this Senior Secured Notes Indenture, as it
relates to such Senior Secured Note Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



          SECTION 10.03. Successors and Assigns. This Article X shall be binding upon each
Senior Secured Note Guarantor and its successors and shall inure to the benefit of the successors,
transferees and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that
party in this Senior Secured Notes Indenture and in the Senior Secured Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms and conditions of
this Senior Secured Notes Indenture. Each Senior Secured Note Guarantee shall be a continuing
guarantee and shall, subject to Section 10.06, remain in full force and effect until the payment in
full of the Guaranteed Obligations.



          SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article X shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article X at law, in equity, by
statute or otherwise.



          SECTION 10.05. Modification. No modification, amendment or waiver of any provision
of this Article X, nor the consent to any departure by any Senior Secured Note Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on any Senior Secured Note Guarantor in any case shall
entitle such Senior Secured Note Guarantor to any other or further notice or demand in the same,
similar or other circumstances.



          SECTION 10.06. Release of Senior Secured Note Guarantor. Subject to the First Lien
Intercreditor Agreement and the 2007 UK Intercreditor Agreement, a Senior Secured Note Guarantee of
a Senior Secured Note Guarantor will be automatically released upon (x) receipt by the Trustee of a
notification from BP I that such Senior Secured Note Guarantee be released and (y) the occurrence
of any of the following:




     (a) the consummation of any transaction permitted by this Senior Secured Notes
Indenture as a result of which such Senior Secured Note Guarantor ceases to be a Restricted
Subsidiary;




     (b) the release or discharge of the guarantee or other obligation by such Senior
Secured Note Guarantor of the Senior Secured Credit Facilities or such other guarantee or



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other obligation that resulted in the creation of such Senior Secured Note Guarantee,
except a release or discharge by or as a result of payment under such guarantee;




     (c) BP I designating such Senior Secured Note Guarantor to be an Unrestricted
Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”;




     (d) the Issuers’ exercise of their legal defeasance option or covenant defeasance
option as described under Article VIII or if the Issuers’ obligations under this Senior
Secured Notes Indenture are otherwise discharged in accordance with the terms of this Senior
Secured Notes Indenture; or




     (e) the transfer or sale of the equity interests of such Senior Secured Note Guarantor
pursuant to an enforcement action, in accordance with the terms of the First Lien
Intercreditor Agreement.



          Upon the occurrence of any event set forth by this Section 10.06, the applicable Senior
Secured Note Guarantor will be required to deliver to the Trustee an Officers’ Certificate stating
that all conditions precedent provided for in this Senior Secured Notes Indenture relating to the
release have been complied with.



          A Senior Secured Note Guarantee of a Senior Secured Note Guarantor also will be released as
provided Section 5.01.



          SECTION 10.07. RGHL Release. RGHL will be released from its Senior Secured Note
Guarantee in connection with the substantially concurrent transfer by RGHL of the capital stock of
BP I to a newly formed subsidiary of RGHL (“Midco”); provided that (a) Midco is a corporation,
partnership or limited liability company organized or existing under the laws of any member state
of the European Union that was a member state on January 1, 2004, the United States, the District
of Columbia, or any state or territory thereof or New Zealand; (b) Midco expressly assumes or
replaces all the obligations of RGHL under this Senior Secured Notes Indenture, the Senior Secured
Notes Registration Rights Agreement, the Senior Secured Notes, the Security Documents to which RGHL
is a party, the First Lien Intercreditor Agreement and RGHL’s Senior Secured Note Guarantee
pursuant to a supplemental or replacement indenture or other documents or instruments in form
reasonably satisfactory to the Trustee; (c) immediately after giving effect to such transaction on
a pro forma basis (and treating any Indebtedness which becomes an obligation of Midco as a result
of such transaction as having been Incurred by Midco at the time of such transaction), no Default
shall have occurred and be continuing and the Issuers would be able to Incur an additional $1.00 of
Indebtedness pursuant Section 4.03; (d) RGHL delivers to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that such transfer and such supplemental indenture and Security
Documents comply with this Senior Secured Notes Indenture (and in giving such opinion such counsel
may rely on an Officers’ Certificate as to any matters of fact); and (e) RGHL delivers to the
Trustee a resolution adopted in good faith by the majority of the Board of Directors of RGHL
approving such transaction and set forth in an Officers’ Certificate certifying that such
transaction complies with the requirements of this Senior Secured Notes Indenture.



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          Upon any occurrence specified in Section 10.06 or 10.07, the Trustee shall, at the instruction
of and at the cost of the Issuers, execute any documents reasonably requested of it to evidence
such release.



          SECTION 10.08. Limitation on Guarantees in the Netherlands, Switzerland, Austria,
Thailand, Germany, Luxembourg, Guernsey, Mexico, Hong Kong and England and Wales. (a)
Notwithstanding any provision of this Senior Secured Notes Indenture or any other Senior Secured
Note Document, the obligations of any Senior Secured Note Guarantor organized in The Netherlands (a
“Dutch Guarantor”) expressed to be assumed in this Senior Secured Notes Indenture shall be deemed
not to be assumed by such Dutch Guarantor to the extent that such assumption would constitute
unlawful financial assistance within the meaning of Article 2:207c or 2:98c of the Dutch Civil Code
or any other applicable financial assistance rules of any relevant jurisdiction (the
“Prohibitions”) and the provisions of this Senior Secured Notes Indenture and the other Senior
Secured Note Documents shall be construed accordingly. For the avoidance of doubt, it is expressly
acknowledged that each Dutch Guarantor will continue to guarantee all obligations expressed to be
guaranteed in this Senior Secured Notes Indenture and the other Senior Secured Note Documents, to
the extent that such obligations do not constitute a violation of the Prohibition.



          (b) Notwithstanding any provision of this Senior Secured Notes Indenture or any other Senior
Secured Note Document, if the obligations expressed to be assumed in this Senior Secured Notes
Indenture or any other Senior Secured Note Document are assumed by any Senior Secured Note
Guarantor organized, or for tax purposes resident, in Switzerland (a “Swiss Guarantor”), such Swiss
Guarantor shall:




     (i) only be liable for obligations contained in this Senior Secured Notes Indenture or
the Senior Secured Note Guarantee or under the Senior Secured Note Documents (including any
restructuring of such Swiss Guarantor’s rights of set-off and/or subrogation and its duties
to subordinate claims) in relation to obligations (other than obligations under the Senior
Secured Note Documents of (y) the Swiss Guarantor to the extent certain proceeds of this
Senior Secured Notes Indenture have been made available to the Swiss Guarantor, up to such
proceeds and (z) a direct or indirect subsidiary of the Swiss Guarantor (the “Swiss
Guarantor’s Subsidiary”) to the extent certain proceeds of this Senior Secured Notes
Indenture have been made available to the Swiss Guarantor’s Subsidiary, up to such proceeds)
to the extent that the payment of such obligations does not constitute a repayment of
capital (Einlagerueckgewaehr), a violation of the legally protected reserves (gesetzlich
geschuetzte Reserven) or a payment of a (constructive) dividend prohibited to be made by
such Swiss Guarantor by the Swiss Federal Code of Obligations and in the maximum amount of
its profits available for the distribution of dividends on the date which such Swiss
Guarantor’s obligations hereunder are due (it being understood that such available profits
are the balance sheet profits and any free reserves made for this purpose, in each case in
accordance with the relevant Swiss law).




     (ii) pass for such payments shareholders’ resolutions for the distribution of dividends
in accordance with the relevant provisions of the Swiss Federal Code of Obligations then in
effect (it being understood that as of the Issue Date, the profits available for the
distribution of dividends as described above must be determined based



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on an audited balance sheet and such shareholders’ resolutions must be based on a
report from such Swiss Guarantor’s auditors approving the proposed distribution); and




     (iii) deduct from such payments Swiss Anticipatory Tax (withholding tax) at the rate of
35% (or such other rate as is in effect from time to time) and, subject to any applicable
double taxation treaty and/or agreement entered into with the Swiss Federal Tax
Administration:




     (1) pay such deduction to the Swiss Federal Tax Administration;




     (2) give evidence to the Trustee and each noteholder of such deduction in
accordance with Section 4.15 of this Senior Secured Notes Indenture; and




     (3) if such a deduction is made, not be obligated to gross-up pursuant to
Section 4.15 of this Senior Secured Notes Indenture to the extent that such gross-up
would result in the aggregate amounts paid to the Trustee and/or each noteholder and
the Swiss Federal Tax Administration exceeding the maximum amount of such Swiss
Guarantor’s profits available for the distribution of dividends.



          (c) (i) Notwithstanding any other provision of this Senior Secured Notes Indenture and any
of the provisions of the Senior Secured Note Documents, any guarantee or indemnity given by or
other obligation assumed by a Senior Secured Note Guarantor organized in Austria (each an “Austrian
Guarantor”) under Article X of this Senior Secured Notes Indenture is meant as and is to be
interpreted as an abstract guarantee agreement (abstrakter Garantievertrag) and not as surety
(Bürgschaft) or joint obligation as borrower (Mitschuldnerschaft) and such Austrian Guarantor
undertakes to pay the amounts due under or pursuant to such obligation unconditionally,
irrevocably, upon first demand and without raising any defenses (unbedingt, unwiderruflich, über
erste Anforderung und Verzicht auf alle Einwendungen). The obligation of any Austrian Guarantor
under this Senior Secured Notes Indenture or any other Senior Secured Note Document shall be
limited so that no assumption of an obligation shall be required if such assumption would violate
mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften) under Austrian company
law, including Sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über
Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock
Corporation Act (Aktiengesetz); and




     (ii) should any obligation under this Senior Secured Notes Indenture or any other
Senior Secured Note Document violate or contradict Austrian capital maintenance rules and
should therefore be held invalid or unenforceable, such liability and/or obligation shall be
deemed to be replaced by a liability and/or obligation of a similar nature that is in
compliance with Austrian capital maintenance rules and that provides the best possible
security interest in favour of the Trustee or the noteholders, for the ratable benefit of
the noteholders. By way of example, should it be held that the security created under any
Senior Secured Note Document is contradicting Austrian capital maintenance rules in relation
to any amount of the secured obligations, the security created by the respective



146









 






Senior Secured Note Document shall be reduced to such an amount of the secured
obligations which is permitted pursuant to Austrian capital maintenance rules.



          (d) Each Senior Secured Note Guarantor incorporated or organized in Thailand irrevocably and
unconditionally waives any and all rights to avoid such Thai Guarantor’s obligations under its
Senior Secured Note Guarantee which it may have under Sections 196, 293, 294, 684, 687, 688-690,
694 and 697-701 of the Civil and Commercial Code of Thailand, and agrees not to exercise any of its
rights under Sections 693 and 696 of the Civil and Commercial Code of Thailand unless and until the
Issuers and the Senior Secured Note Guarantors have fully performed all their obligations under
this Senior Secured Notes Indenture and all of such obligations have been unconditionally,
irrevocably, indefeasibly and fully paid or discharged.



          (e) If the guarantee and indemnity granted in this Article X is given by a Senior Secured
Note Guarantor incorporated in Germany in the legal form of a limited liability company
(Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership where the sole general
partner is a GmbH (“GmbH & Co. KG”) (each, a “German Guarantor”), the following shall apply:




     (i) The secured noteholders, the Trustee and the Collateral Agent shall be entitled to
enforce the Senior Secured Note Guarantee against the applicable German Guarantor without
limitation in respect of:




     (1) any and all amounts that are owed under the Senior Secured Note Documents
by such German Guarantor itself or by any of its Subsidiaries; and




     (2) any and all amounts which correspond to funds that have been borrowed under
the Senior Secured Note Documents to the extent borrowed, on-lent or otherwise
passed on to, or issued for the benefit of, the applicable German Guarantor or any
of its Subsidiaries, or for the benefit of any of their creditors and in each case
not repaid and outstanding from time to time (in aggregate, the “Unlimited
Enforcement Amount”).




     (ii) Besides an enforcement in respect of the Unlimited Enforcement Amount applicable
to a German Guarantor pursuant to paragraph (i) above, the secured noteholders, the Trustee
and the Collateral Agent shall not be entitled to enforce the Senior Secured Note Guarantee
against such German Guarantor if and to the extent that:




     (1) the Senior Secured Note Guarantee secures the obligations of a party which
is (x) a shareholder of the German Guarantor or (y) an affiliated company
(verbundenes Unternehmen) within the meaning of section 15 of the German Stock
Corporation Act (Aktiengesetz) of a shareholder of the German Guarantor (other than
the German Guarantor and its Subsidiaries); and




     (2) the enforcement would have the effect of (x) reducing such German
Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s (Komplementär))
net assets (Reinvermögen) (the “German Net Assets”) to an amount of less than its
(or, in case of a GmbH & Co. KG, its general partner’s (Komplementär)) stated share
capital (Stammkapital) or, if the German Net Assets



147









 






are already an amount of less than its (or, in case of a GmbH & Co. KG, its
general partner’s (Komplementär)) stated share capital), of causing such amount to
be further reduced and (y) would thereby affect the assets required for the
obligatory preservation of the German Guarantor’s (or, in case of a GmbH & Co. KG,
its general partner’s (Komplementär)) stated share capital (Stammkapital) according
to section 30, 31 German Limited Liability Companies Act (Gesetz betreffend die
Gesellschaften mit beschränkter Haftung), in each case, provided that the amount of
the stated share capital to be taken into consideration shall be the amount
registered in the commercial register at the date hereof, and any increase of the
stated share capital registered after the date of this Senior Secured Notes
Indenture shall only be taken into account if such increase has been effected with
the prior written consent of the Trustee.




     (iii) The German Net Assets shall be calculated as an amount equal to the sum of the
values of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general partner’s
(Komplementär)) assets (consisting of all assets which correspond to the items set forth in
section 266 sub-section(2) A, B and C of such German Commercial Code (Handelsgesetzbuch)
less the aggregate amount of the German Guarantor’s (or, in case of a GmbH & Co. KG, its
general partner’s (Komplementär)) liabilities (consisting of all liabilities and liability
reserves which correspond to the items set forth in section 266 sub-section(3) B, C and D of
the German Commercial Code), except that:




     (1) any asset that is shown in the balance sheet with a book value (Buchwert)
that is significantly lower than the market value of such asset and that is not
necessary for such German Guarantor’s business (nicht betriebsnotwendig) shall be
taken into account with its market value;




     (2) obligations under loans provided to such German Guarantor by any Affiliate
thereof shall not be taken into account as liabilities as far as such loans are
subordinated by law or contract at least to the claims of the unsubordinated
creditors of such German Guarantor; and




     (3) obligations under loans or other contractual liabilities incurred by such
German Guarantor (or, in case of a GmbH & Co. KG, its general partner’s
(Komplementär)) in violation of the provisions of the Senior Secured Note Documents
shall not be taken into account as liabilities.



          The German Net Assets shall be determined in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and
shall be based on the same principles that were applied by such German Guarantor in the preparation
of its most recent annual balance sheet (Jahresbilanz).



          It is understood that the assets of the respective German Guarantor (or, in case of a GmbH &
Co. KG, its general partner (Komplementär)) will be assessed at liquidation values
(Liquidationswerte) if the managing directors of the applicable German Guarantor (or, in case of a
GmbH & Co. KG, its general partner (Komplementär)), at the time they prepare the Management
Determination (as defined below) are, due to factual or legal circumstances at that



148









 




time, in their opinion not able to make a positive prognosis as to whether the business of the
applicable German Guarantor (or, in case of a GmbH & Co. KG, its general partner (Komplementär))
can carry on as a going concern (positive Forführungsprognose), in particular when such Senior
Secured Note Guarantee is enforced.





     (iv) The limitations set out in Section 10.08(e)(ii) shall only apply if and to the
extent that:




     (1) without undue delay, but not later than within 5 Business Days, following
receipt of a request for payment under the Senior Secured Note Guarantee by the
Trustee, the applicable German Guarantor shall have confirmed in writing to the
Trustee (x) to what extent the Senior Secured Note Guarantee is an up-stream or
cross-stream Senior Secured Note Guarantee as described in Section 10.08(e)(ii)(1)
and (y) which amount of such up-stream or cross-stream Senior Secured Note Guarantee
cannot be enforced as it would cause the net assets of the applicable German
Guarantor to fall below its stated share capital (taking into account the
adjustments set out in Section 10.08(e)(iii)) and such confirmation is supported by
evidence reasonably satisfactory to the Trustee (acting on behalf of the noteholders
(the “Management Determination”) and the noteholders shall not have contested this
and argued that no or a lesser amount would be necessary to maintain the German
Guarantor’s stated share capital; or




     (2) within 20 Business Days following the date the noteholders shall have
contested the Management Determination, the noteholders and Trustee shall receive
from the applicable German Guarantor an up-to-date balance sheet prepared by a firm
of internationally recognized auditors (the “Determining Auditors”) that shows the
value of such German Guarantor’s (or, in case of a GmbH & Co. KG, its general
partner’s (Komplementär)) German Net Assets (the “Balance Sheet”). The Balance Sheet
shall be prepared in accordance with the principles set out in Section
10.08(e)(iii), provided that the final sentence of Section 10.08(e)(iii) shall not
apply unless the Determining Auditors shall have determined in an independent
assessment that the assets of applicable German Guarantor (or, in case of a GmbH &
Co. KG, its general partner (Komplementär)) should be evaluated at liquidation
values (Liquidationswerte) in accordance with the generally accepted accounting
principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger
Buchführung) and shall contain further information (in reasonable detail) relating
to items to be adjusted pursuant to Section 10.08(e)(iii).




     If such German Guarantor fails to deliver a Balance Sheet within the
aforementioned time period, the noteholders, the Trustee and the Collateral Agent,
as applicable, shall be entitled to enforce the Senior Secured Note Guarantee
irrespective of the limitations set out Section 10.08(e)(ii).




     (v) If the noteholders or Trustee disagree with the Balance Sheet, they shall be
entitled to enforce the applicable Senior Secured Note Guarantee up to the amount which,
according to the Balance Sheet, can be enforced in compliance with the limitations set



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out in paragraph Section 10.08(e)(ii). In relation to any additional amounts for which
such German Guarantor is liable under the Senior Secured Note Guarantee, the noteholders and
Trustee shall be entitled to pursue their claims (if any) further and such German Guarantor
shall be entitled to prove that this amount is necessary for maintaining its (or, in case of
a GmbH & Co. KG, its general partner’s (Komplementär)) stated share capital (calculated as
of the date the demand under the Senior Secured Note Guarantee was made).




     (vi) No reduction of the amount enforceable under this 10.08(e) will prejudice the
right of the noteholder, the Trustee or the Collateral Agent to continue enforcing the
Senior Secured Note Guarantee (subject always to the operation of the limitations set out
above at the time of such enforcement) until full satisfaction to the claims guaranteed.



          (f) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the obligations of any guarantor incorporated under the laws of
Luxembourg (the “Luxembourg Guarantors”) under (i) Section 10.01 of the Senior Secured Credit
Facilities, (ii) Article X of the 2009 Indenture, (iii) Article X of the May 2010 Indenture, (iv)
Article X of the October 2010 Senior Indenture, (v) Article X of the October 2010 Senior Secured
Indenture, (vi) Article X of the February 2011 Senior Indenture, (vii) Article X of the February
2011 Senior Secured Notes Indenture, (vii) Article X of the Senior Notes Indenture, (vii) Article X
of this Senior Secured Notes Indenture and (viii) any other guarantee commitment contained in an
agreement, including, but not limited to, any facility, loan agreement or indenture which RGHL and
the administrative agent under the Senior Secured Credit Facilities agree is subject to this
limitation, in respect of the obligations of any Obligor which is not a direct or indirect
subsidiary of the applicable Luxembourg Guarantor, shall be limited to the aggregate maximum
amount, if any, permitted under applicable Luxembourg law.



          (g) Any Senior Secured Note Guarantor organized in Guernsey irrevocably waives and abandons
any right which it has or may at any time have under the existing or future laws of Guernsey
pursuant to the principle of “droit de discussion” or otherwise, to require that recourse be had to
the assets of any party before any action is taken hereunder against it, and further irrevocably
waives and abandons any right it has or may have at any time under the existing or future laws of
Guernsey, pursuant to the principle of “droit de division” or otherwise, to require that any other
party be made a party to any proceedings, or that its liability be divided or apportioned with any
other party or reduced in any manner whatsoever.



          (h) Notwithstanding any other provisions of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note
Guarantor organized in Guernsey does not apply to any obligation to the extent that the assumption
of such obligation would result in such assumption constituting a breach of The Control of
Borrowing (Bailiwick of Guernsey) Ordinance, 1959 as amended by such Senior Secured Note Guarantor
or the directors of such Senior Secured Note Guarantor or exceeding any consent obtained
thereunder.



          (i) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note
Guarantor organized in Guernsey does not apply to any obligation to the extent



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that the assumption of such obligation would result in such assumption constituting unlawful
financial assistance within the meaning of The Companies (Guernsey) Law, 2008, as amended or would
result in such Senior Note Guarantor being unable to pass the solvency test as prescribed by The
Companies (Guernsey) Law, 2008, as amended.




          (j) Any Senior Secured Note Guarantor organized in Mexico (each, a “Mexican Guarantor”)
expressly acknowledges that the Senior Secured Note Guarantee is governed by the laws of the State
of New York and expressly agrees that any rights and privileges that it might otherwise have under
the laws of Mexico shall not be applicable to such Senior Secured Note Guarantee, including, but
not limited to, any benefit of orden, excusión, división, quita, novación, espera and modificación
which may be available to it under articles 2813, 2814, 2815, 2816, 2821, 2822, 2823, 2827, 2836,
2840, 2845, 2847, 2848 and 2849 of the Federal Civil Code of Mexico and the corresponding articles
under the Civil Code in effect for the Federal District of Mexico and in all other states of
Mexico, and such acknowledgement and agreement are without prejudice to such Mexican Guarantor’s
rights and/or privileges under the laws of New York (as such rights have been modified by and/or
waived in the Senior Secured Note Documents). Each Mexican Guarantor incorporated in Mexico
represents that it is familiar with the contents of these articles and agrees that there is no need
to reproduce them herein.



          (k) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note
Guarantor organized in Hong Kong does not apply to any obligation to the extent that the assumption
of such obligation would result in such assumption constituting a breach of Section 47A
(Prohibition of Financial Assistance) of the Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) (as amended or replaced).



          (l) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the Senior Secured Note Guarantee of any Senior Secured Note
Guarantor organized in England or Wales does not apply to any obligation to the extent that the
assumption of such obligation would result in such assumption constituting unlawful financial
assistance within the meaning of Sections 678 or 679 of the Companies Act 2006 (as amended or
replaced).



          (m) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the Senior Secured Note Guarantee given by any Subsidiary that
becomes a Senior Secured Note Guarantor after the Issue Date (an “Additional Guarantor”) is subject
to any limitations set forth in the supplemental indenture applicable to such Additional Guarantor.



          SECTION 10.09. Effectiveness of Article X. This Article X shall only become
effective upon the execution of the Assumption Senior Secured Notes Supplemental Indenture.



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ARTICLE XI




Intercreditor Agreement



          Reference is made to (i) the First Lien Intercreditor Agreement dated as of November 5, 2009
(as amended, restated, supplemented or otherwise modified from time to time, the “First Lien
Intercreditor Agreement”), among The Bank of New York Mellon, as Collateral Agent, Credit Suisse,
as Representative under the Credit Agreement, The Bank of New York Mellon, as Representative under
this Senior Secured Notes Indenture, each additional Representative from time to time party thereto
and the grantors party thereto and (ii) the Intercreditor Agreement dated May 11, 2007 (the “2007
UK Intercreditor Agreement”), among RGHL, BP I, the senior lenders identified therein, Credit
Suisse, as senior agent thereunder, the senior issuing banks as identified therein, the
subordinated bridging lenders, Credit Suisse, as subordinated bridging agent, Credit Suisse, as
security trustee, and the other parties identified therein, as from time to time amended,
supplemented or modified. As of the Escrow Release Date, each noteholder hereunder (a)
acknowledges that it has received a copy of the First Lien Intercreditor Agreement and 2007 UK
Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to
the provisions of the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement
and (c) authorizes and instructs the Collateral Agent to enter into the First Lien Intercreditor
Agreement and the 2007 UK Intercreditor Agreement as Collateral Agent and on behalf of such secured
noteholder.



ARTICLE XII




Collateral and Security Documents



          SECTION 12.01. Collateral and Security Documents. (a) To secure the full and
punctual payment when due and the full and punctual performance of the Obligations of the parties
hereto, BP I, the Issuers, the Senior Secured Note Guarantors and the Collateral Agent shall, on
the Escrow Release Date, enter into certain Security Documents and may enter into additional
Security Documents. In the event that security interests in any of the Collateral are not created
as of the Escrow Release Date, the Issuers, BP II and the Senior Secured Note Guarantors shall use
commercially reasonable efforts to implement security arrangements with respect to such Collateral
as promptly as reasonably practicable after the Escrow Release Date, but, in any event, not before
entering into the documents granting such security interests with respect to the Indebtedness
incurred as incremental term loan borrowings under the Senior Secured Credit Facilities in
connection with the Graham Packaging Acquisition. All security interests in the Collateral for the
Senior Secured Notes and the Senior Secured Note Guarantees will be granted and implemented subject
to the Agreed Security Principles.




     (i) Notwithstanding the foregoing, the Capital Stock and securities of any
Restricted Subsidiary will constitute Collateral with respect to the Senior Secured
Notes only to the extent that the securing of the Senior Secured Notes with such
Capital Stock and securities would not require such Senior Secured Note Guarantor to
file separate financial statements with the SEC under Rule 3-16 of Regulation S-X



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under the Securities Act; provided, however, that the foregoing limitation will
not apply to shares of Capital Stock of BP I at any time and will not apply to shares
of Capital Stock of Graham Holdings or any of its subsidiaries (other than the general
partner of Graham Packaging Company, L.P. so long as its principal assets consist
solely of a 1% interest in Graham Packaging Company, L.P.) at any time Graham Holdings
(or its successors and assigns) and Graham Packaging Company, L.P. (or its successors
and assigns) are not Senior Secured Note Guarantors. In the event that Rule 3-16 of
Regulation S-X under the Securities Act requires or is amended, modified or interpreted
by the SEC to require (or is replaced with another rule or regulation that would
require) the filing with the SEC of separate financial statements of any Restricted
Subsidiary (other than BP I and Graham Holdings or any of its subsidiaries that at such
time is excluded from the limitation in the preceding sentence pursuant to the proviso
thereof) due to the fact that such Restricted Subsidiary’s Capital Stock and securities
secure the Senior Secured Notes or any Senior Secured Note Guarantee, then the Capital
Stock and securities of such Restricted Subsidiary shall automatically be deemed not to
be part of the Collateral (but only to the extent necessary for such Restricted
Subsidiary to not be subject to such requirement to provide separate financial
statements) and such excluded portion of the Capital Stock and securities is referred
to as the “Excluded Stock Collateral”. In such event, the Security Documents may be
amended, modified or supplemented, without the consent of any Holder, to the extent
necessary to release the security interests on the Excluded Stock Collateral.




     (ii) In the event that Rule 3-16 of Regulation S-X under the Securities Act is
amended, modified or interpreted by the SEC to permit (or is replaced with another rule
or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral
to secure the Senior Secured Notes in excess of the amount then pledged without the
filing with the SEC of separate financial statements of such Senior Secured Note
Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall
automatically be deemed to be a part of the Collateral (but only to the extent possible
without such Restricted Subsidiary becoming subject to any such filing requirement). In
such event, the Security Documents may be amended or modified, without the consent of
any Holder, to the extent necessary to subject to the Liens under the Security
Documents such additional Capital Stock and securities.



          (b) By accepting a Senior Secured Note, each Holder thereof will be deemed to have: (1)
irrevocably appointed the Collateral Agent to act as its agent and trustee under the Security
Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized
the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that
are specifically given to it under this Senior Secured Notes Indenture, the 2007 UK Intercreditor
Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the
Security Documents or other documents to which it is a party, together with any other incidental
rights, power and discretions; and (ii) execute each document expressed to be executed by the
Collateral Agent on its behalf.



          (c) The Trustee shall become party to the First Lien Intercreditor Agreement and the 2007 UK
Intercreditor Agreement by executing a joinder to the First Lien Intercreditor Agreement



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and an accession deed to the 2007 UK Intercreditor Agreement on or prior to the Escrow Release
Date and by accepting a Senior Secured Note, each Holder thereof shall be deemed to have
irrevocably authorized the Trustee to perform the duties and exercise the rights, powers and
discretions that are specifically given to it under the First Lien Intercreditor Agreement and the
2007 UK Intercreditor Agreement.




          SECTION 12.02. Recording; Certificates and Opinions. In accordance with the
provisions set forth in Section 4.10, the Issuers shall do or cause to be done, at their own
expense, all acts and things reasonably required, or which the Trustee or the Collateral Agent from
time to time may request to assure and confirm that the Trustee and/or Collateral Agent holds, for
the benefit of the Holders, duly created, enforceable and perfected Liens as contemplated by this
Senior Secured Notes Indenture and the Security Documents, with the priority contemplated by this
Senior Secured Notes Indenture and the Security Documents, so as to render the same available for
the security and benefit of this Senior Secured Notes Indenture and the Senior Secured Notes,
according to the intent and purposes therein expressed.



          SECTION 12.03. Suits To Protect the Collateral. Subject to the provisions of the
Security Documents, this Senior Secured Notes Indenture, the 2007 UK Intercreditor Agreement and
the First Lien Intercreditor Agreement (or, if applicable, any Additional Intercreditor Agreement),
the Trustee and the Collateral Agent shall have power to institute and to maintain such suits and
proceedings as either of them may deem expedient to prevent any impairment of the Collateral by any
acts which may be unlawful or in violation of any of the Security Documents, this Senior Secured
Notes Indenture, the 2007 UK Intercreditor Agreement or the First Lien Intercreditor Agreement (or,
if applicable, any Additional Intercreditor Agreement), and such suits and proceedings as the
Trustee or the Collateral Agent, in their sole discretion, may deem expedient to preserve or
protect their interests and the interests of the Holders, the Trustee and the Collateral Agent in
the Collateral (including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional, ultra vires or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the lien on the Collateral or be prejudicial to
the interests of the Holders, the Trustee or the Collateral Agent).



          SECTION 12.04. Other Agreements. This Senior Secured Notes Indenture and the
Security Documents shall be subject to the Agreed Security Principles, the 2007 UK Intercreditor
Agreement and the First Lien Intercreditor Agreement (and any Additional Intercreditor Agreement).



          SECTION 12.05. Determinations Relating to Collateral. Subject to the 2007 UK
Intercreditor Agreement, the First Lien Intercreditor Agreement, (and, if applicable, any
Additional Intercreditor Agreement), in the event (i) the Trustee shall receive any written request
from the Issuers, RGHL, BP I or the Collateral Agent under any Security Document for consent or
approval with respect to any matter or thing relating to any Collateral or the Issuers’ obligations
with respect thereto or (ii) there shall be due to or from the Trustee or the Collateral Agent
under the provisions of any Security Document any material performance or the delivery of any
material instrument or (iii) the Trustee shall become aware of any material nonperformance by the
Issuers of any covenant or any material breach of any representation or



154









 




warranty of the Issuers set forth in any Security Document, then, in each such event, the
Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Issuers, experts,
consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should
respond, or direct the Collateral Agent to respond to such request or render any requested
performance or response to such nonperformance or breach. The Trustee shall be fully protected in
accordance with Article VII hereof in the taking (or not taking) of any action recommended or
approved by any such expert, consultant, agent or attorney and by indemnification or other security
provided in accordance with Section 6.05 and other sections of this Senior Secured Notes Indenture
if such action is agreed to by Holders of a majority in principal amount of outstanding Senior
Secured Notes pursuant to Section 6.05.




          SECTION 12.06. Release of Collateral. (a) Subject to the First Lien Intercreditor
Agreement and the 2007 UK Intercreditor Agreement, the Security Interests in the Collateral for the
benefit of the Senior Secured Notes shall be released:




     (i) upon payment in full of principal, interest and all other Obligations on the
Senior Secured Notes issued under this Senior Secured Notes Indenture or discharge or
defeasance thereof;




     (ii) to the extent a Senior Secured Note Guarantor would be and is so released
pursuant Section 10.06(b);




     (iii) to enable the Issuers or a Senior Secured Note Guarantor to consummate the
disposition of such property or assets to the extent not prohibited under Section 4.06;




     (iv) in the case of property or assets of a Senior Secured Note Guarantor that is
released from its Senior Secured Note Guarantee with respect to the Senior Secured
Notes, on the release of the Senior Secured Note Guarantee of such Senior Secured Note
Guarantor;




     (v) in the case of the property and assets of a specific Senior Secured Note
Guarantor, such Senior Secured Note Guarantor making a Transfer permitted by clause (y)
of the last paragraph of Section 5.01(b);




     (vi) in the circumstances set forth in Sections 9.01(a)(iv) and (viii) or as set
forth in Section 9.02(c);




     (vii) by the Trustee or Collateral Agent, acting on the instructions of the
Applicable Representative (as defined in the First Lien Intercreditor Agreement) in
accordance with the terms of the First Lien Intercreditor Agreement (other than
releases of all or substantially all of the Collateral); or




     (viii) upon a legal defeasance or covenant defeasance under Section 8.01(a).



          (b) The security interest in the 2007 Notes Collateral in favor of the 2007 Senior Notes and
2007 Senior Subordinated Notes will be released upon an enforcement action in accordance with the
2007 UK Intercreditor Agreement. In order to secure new Indebtedness (where



155









 




such Indebtedness is permitted under this Senior Secured Notes Indenture and the Lien securing
such Indebtedness is a Permitted Lien that is entitled to rank equal with, in priority to or behind
the security interests on the Collateral, as applicable), on the date on which such new
Indebtedness is incurred, and subject to no Default having occurred and being continuing, the
Trustee or Collateral Agent for the Senior Secured Notes, as applicable, is authorized by the
Trustee and the Holders to, and shall, at the request of the Issuers or RGHL, release the security
interests in the Collateral and will, simultaneously with the grant of Liens in respect of the new
Indebtedness, retake such security interests in the Collateral; provided, however, that all holders
of Liens on behalf of other Indebtedness or obligations secured by such Collateral concurrently
release and (if applicable) retake the security interests in the same manner; provided further,
however, that following such release and retaking the security interests in the Collateral are not
subject to any new hardening period or limitation (excluding any such hardening period or
limitation that existed prior to such release and retaking) which is not also applicable to the
Lien granted in favor of the new Indebtedness and any such other Indebtedness or obligations (it
being understood that the new Indebtedness and such other Indebtedness and obligations may be
subject to longer or more onerous hardening periods or limitations) or the Trustee shall have
received a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an
Independent Financial Advisor satisfactory to the Trustee confirming the solvency of BP I and its
respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such
release and retaking.




          (c) To the extent required under the mandatory provisions of the Trust Indenture Act, the
Issuers will comply with the provisions of Section 314(b) and 314(d) of the Trust Indenture Act, in
each case following qualification of this Senior Secured Notes Indenture pursuant to the Trust
Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may
be delivered by an Officer of any Issuer except in cases where Section 314(d) requires that such
certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be
reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the
Issuers and the Guarantors will not be required to comply with all or any portion of Section 314(d)
of the Trust Indenture Act if they determine, in good faith based on advice of counsel (which may
be internal counsel), that under the terms of such section or any interpretation or guidance as to
the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders,
all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released
Collateral.



          (d) Upon certification by the Issuers, each of the Trustee and the Collateral Agent shall
execute all documents reasonably requested of it to effectuate any release in accordance with these
provisions, subject to customary protections and indemnifications. The Collateral Agent or the
Trustee, as applicable, at the instruction of and at the cost of the Issuers (as applicable), will
agree to any release of the Liens on the Collateral created by the Security Documents that is in
accordance with this Senior Secured Notes Indenture and the First Lien Intercreditor Agreement and
2007 UK Intercreditor Agreement without requiring any consent of the Holders, in reliance upon an
Opinion of Counsel or Officers’ Certificate to that effect delivered by the Issuers.



          SECTION 12.07. Notices. The Issuers and the Collateral Agent shall cause any notices
delivered by such parties pursuant to the Security Documents to be delivered to the Trustee
concurrently.



156









 





          SECTION 12.08. Collateral Agent. The Collateral Agent’s rights and obligations shall
be governed by the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any
Additional Intercreditor Agreement and the Security Documents.



          SECTION 12.09. Quebec Collateral Agent. Subject to the terms of the First Lien
Intercreditor Agreement, the Trustee acting for and on behalf of the Secured Parties hereby
designates and appoints The Bank of New York Mellon, in its capacity as collateral agent under the
First Lien Intercreditor Agreement:



          (a) as the person holding the power of attorney (fondé de pouvoir) of the Secured Parties as
contemplated under Article 2692 of the Civil Code of Québec, to enter into, to take and to hold on
behalf of and for the benefit of the Secured Parties, any deed of hypothec (“Deed of Hypothec”)
granted to secure the obligations of the relevant Obligor under the Bond (as defined below)
executed by such Obligor under the laws of the Province of Québec and creating a charge over the
Collateral located in such Province and to exercise such powers and duties which are conferred upon
The Bank of New York Mellon under such deed; and



          (b) as agent, mandatary, custodian and depositary for and on behalf of the Secured Parties
(i) to hold and to be the sole registered holder of any bond (“Bond”) issued by an Obligor under
the Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers
of legal persons (Québec) or any other applicable law, and (ii) to enter into, to take and to hold
on behalf of, and for the benefit of the Secured Parties, any bond pledge agreement (“Pledge”) to
be executed by such Obligor under the laws of the Province of Québec with respect to such Bond.



          Subject to the terms of the First Lien Intercreditor Agreement, each Secured Party will be
entitled to the benefits of any Collateral charged under the Deed of Hypothec and the Pledge and
will participate in the proceeds of realization of any such Collateral, the whole in accordance
with the terms thereof. The Bank of New York Mellon, in such aforesaid capacities shall (x) have
the sole and exclusive right and authority to exercise, except as may be otherwise specifically
restricted by the terms of the Indenture or the First Lien Intercreditor Agreement, all rights and
remedies given to the Collateral Agent with respect to the Collateral under the Deed of Hypothec
and Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions
thereof, in the Indenture and the First Lien Intercreditor Agreement with respect to the Collateral
Agent mutatis mutandis, including, without limitation, all such provisions with respect to the
liability or responsibility to and indemnification by the Secured Parties. Any Person who becomes
a Secured Party, and each Holder, by becoming the holder of a Senior Secured Note, shall be deemed
to have consented to, ratified and confirmed the appointment of The Bank of New York Mellon as the
person holding the power of attorney (fondé de pouvoir) and as the agent, mandatary, custodian and
depositary as aforesaid and to have ratified thereupon all actions taken by The Bank of New York
Mellon in such capacities. In accordance with the First Lien Intercreditor Agreement, The Bank of
New York Mellon, in such capacities, shall be entitled to delegate from time to time any of its
powers or duties under the Deed of Hypothec and the Pledge to any Person and on such terms and
conditions as it may determine from time to time.



157









 





ARTICLE XIII




Miscellaneous



          SECTION 13.01. [Reserved.]



          SECTION 13.02. Notices. (a) Any notice or communication required or permitted
hereunder shall be in the English language in writing and delivered in person, via facsimile, email
or mailed by first-class mail addressed as follows:


if to the Issuers, BP I or a Senior Secured Note Guarantor:



Suite 2502

Level 25, Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +61292686693

helen.golding@rankgroup.co.nz



and



if to the Trustee, 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

Third Floor

9 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart/Paul Barton







158









 







The Issuers, any Senior Secured Note Guarantor, the Trustee, the Collateral Agent and the Transfer
Agent, Registrar and Principal Paying Agent, by notice to the other parties hereto, may designate
additional or different addresses for subsequent notices or communications. No communication
(including fax, electronic message or communication in any other written form) under or in
connection with the Senior Secured Note Documents shall be made to or from an address located
inside of the Republic of Austria.




          (b) Any notice or communication delivered to a Holder shall be delivered electronically or
mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration
books of the Registrar and shall be sufficiently given if so delivered within the time prescribed.



          (c) Failure to deliver a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or communication is delivered in
the manner provided above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee are effective only if received.



          (d) The Trustee and the Agents agree to accept and act upon notice, instructions or
directions pursuant to this Senior Secured Notes Indenture sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods (except that no notice, instructions or
directions may be sent to or need be accepted by the Additional Collateral Agent by e-mail, whether
or not unsecured); provided, however, that (a) the party providing such written instructions,
subsequent to such transmission of written instructions, shall provide the originally executed
instructions or directions to the Trustee or the Agents in a timely manner, and (b) such originally
executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party elects to give the Trustee or the Agents
e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee
or the Agents in its discretion elects to act upon such instructions, the Trustee or the Agents
shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Trustee’s or the Agents’ reliance upon and compliance in good faith with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction received by the Trustee or the Agents following action taken pursuant to prior
instruction. The party providing electronic instructions agrees to assume all risks arising out of
the use of such electronic methods to submit instructions and directions to the Trustee or the
Agents, including without limitation the risk of the Trustee or the Agents acting in good faith on
unauthorized instructions, and the risk of interception and misuse by third parties.



          SECTION 13.03. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Issuers to the Trustee to take or refrain from taking any action under this
Senior Secured Notes Indenture, each Issuer shall furnish to the Trustee at the request of the
Trustee:




     (a) an Officers’ Certificate in form and substance satisfactory to the Trustee stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Senior Secured Notes Indenture relating to the proposed action have been complied with; and



159









 






     (b) an Opinion of Counsel in form and substance satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with.



          SECTION 13.04. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Senior Secured
Notes Indenture (other than pursuant to Section 4.09) shall include:




     (a) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with; provided, however, that with respect to matters of fact
an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials.



          SECTION 13.05. When Senior Secured Notes Disregarded. In determining whether the
Holders of the required principal amount of Senior Secured Notes have concurred in any direction,
waiver or consent, Senior Secured Notes owned by the Issuers or BP II, any Senior Secured Note
Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuers, BP II or any Senior Secured Note Guarantor shall be
disregarded and deemed not to be outstanding, except that, for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Senior
Secured Notes which the Trustee knows are so owned shall be so disregarded. Subject to the
foregoing, only Senior Secured Notes outstanding at the time shall be considered in any such
determination.



          SECTION 13.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may
make reasonable rules for their functions.



          SECTION 13.07. Legal Holidays. If a payment date is not a Business Day, payment
shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on
any amount that would have been otherwise payable on such payment date if it were a Business Day
for the intervening period. If a regular record date is not a Business Day, the record date shall
not be affected.



          SECTION 13.08. GOVERNING LAW. THIS SENIOR SECURED NOTES INDENTURE AND THE SENIOR
SECURED NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE



160









 




OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES
SHALL NOT BE APPLICABLE IN RESPECT OF THE SENIOR SECURED NOTES AND THIS SENIOR SECURED NOTES
INDENTURE. THE PARTIES ACKNOWLEDGE THAT NEW YORK JUDGMENTS ARE NOT ENFORCEABLE IN AUSTRIA. THE
PARTIES HERETO HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY.




          SECTION 13.09. Consent to Jurisdiction and Service. Each of BP I, BP II, the Issuers
and the Senior Secured Note Guarantors irrevocably and unconditionally: (a) submit itself and its
property in any legal action or proceeding relating to this Senior Secured Notes Indenture to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the
general jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan,
The City of New York, the courts of the United States of America for the Southern District of New
York, appellate courts from any thereof and courts of its own corporate domicile, with respect to
actions brought against it as defendant; (b) consent that any such action or proceeding may be
brought in such courts and waive any objection that it may now or hereafter have to the venue of
any such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; (c) designate and appoint the US
Issuer II, at 160 Greentree Drive, Suite 101, Dover, DE 19904 and Reynolds Group Holdings Inc.,
with offices at 200 Tri-State International Drive, Suite 500, Lincolnshire, Illinois 60069 (or its
successors), as its authorized agent upon which process may be served in any action, suit or
proceeding arising out of or relating to this Senior Secured Notes Indenture or the transactions
contemplated hereby that may be instituted in any Federal or state court in the State of New York
(and each of them accepts such appointments); and (d) agree that service of any process, summons,
notice or document by US registered mail addressed to the US Issuer II, with written notice of said
service to such Person at the address of the US Issuer II set forth in this Senior Secured Notes
Indenture shall be effective service of process for any action, suit or proceeding brought in any
such court.



          SECTION 13.10. 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 Secured
Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured
Notes, this 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 a 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.



          SECTION 13.11. Successors. All agreements of the Issuers, BP I, BP II and each
Senior Secured Note Guarantor in this Senior Secured Notes Indenture and the Senior Secured Notes
shall bind its successors. All agreements of the Trustee, and each Agent and the Collateral Agent
in this Senior Secured Notes Indenture shall bind its successors.



161









 





          SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this
Senior Secured Notes Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Senior Secured Notes
Indenture.



          SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Senior Secured Notes Indenture have been
inserted for convenience of reference only, are not intended to be considered a part hereof and
shall not modify or restrict any of the terms or provisions hereof.



          SECTION 13.14. Senior Secured Notes Indenture Controls. If and to the extent that
any provision of the Senior Secured Notes limits, qualifies or conflicts with a provision of this
Senior Secured Notes Indenture, such provision of this Senior Secured Notes Indenture shall
control.



          SECTION 13.15. Severability. In case any provision in this Senior Secured Notes
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability.



          SECTION 13.16. Agreed Tax Treatment. The Issuers agree, and by acquiring an interest
in the Senior Secured Notes each beneficial owner of a Senior Secured Note agrees to treat for U.S.
federal income tax purposes the Senior Secured Notes as debt of the sole owner of the US LLC Escrow
Issuer until the Escrow Release Date, and after the Escrow Release Date as debt of the sole owner
of the US Issuer I and interest payments on the Senior Secured Notes as U.S. source interest;
provided, however, that this agreement shall cease to apply if the Issuers (i) determine, after
taking action that is permissible under this Senior Secured Notes Indenture, that the
aforementioned allocation of debt and interest payments is no longer accurate as a result of the
changed circumstances, and (ii) promptly notify holders of such determination by sending
first-class mail to each holder’s registered address (or otherwise completing delivery in
accordance with applicable DTC procedures). Notwithstanding the foregoing, any Issuer or any other
Payor may withhold from any interest payment made on any Senior Secured Note to or for the benefit
of any person who is not a “United States person,” as such term is defined for U.S. federal income
tax purposes, U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue
Service, unless such person provides documentation to such Issuer or other Payor such that an
exemption from U.S. federal withholding tax would apply to such payment if interest on such Senior
Secured Note were treated as income from sources within the U.S. for U.S. federal income tax
purposes.



          SECTION 13.17. Austrian Stamp Duty. (a) No party to this Senior Secured Notes
Indenture shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document
or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case
other than in the event that:




     (i) it does not cause a liability of a party to this Senior Secured Notes Indenture to
pay stamp duty in the Republic of Austria;



162









 






     (ii) a party to this Senior Secured Notes Indenture wishes to enforce any of its rights
under or in connection with a Stamp Duty Sensitive Document in any form of proceedings in
the Republic of Austria and is only able to do so by bringing or sending to, or otherwise
producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for
that party to bring or send to, or otherwise produce in, Austria a document that is not a
Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an
original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for
the purposes of such enforcement; in furtherance of the foregoing, no party to this Senior
Secured Notes Indenture shall (A) object to the introduction into evidence of an uncertified
copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the
exercise of any remedy on the basis of an original or certified copy of any Stamp Duty
Sensitive Document not having been introduced into evidence, unless such uncertified copy
actually introduced into evidence does not accurately reflect the content of the original
document and (B) if such party is a party to proceedings before an Austrian court or
authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty
Sensitive Document, unless such uncertified copy actually introduced into evidence does not
accurately reflect the content of the original document; or




     (iii) a party to this Senior Secured Notes Indenture is required by law, governmental
body, court, authority or agency pursuant to any legal requirement (whether for the purposes
of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any
judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise
produce a Stamp Duty Sensitive Document in, the Republic of Austria.



          (b) The Issuers, and the Senior Secured Note Guarantors shall indemnify the Trustee,
Principal Paying Agent, Transfer Agent, Registrar, the Collateral Agent and each noteholder against
any cost, loss or liability in respect of Austrian stamp duty unless such cost, loss or liability
is incurred as a result of any noteholder’s breach, or the Trustee’s negligent breach, of any
obligations under Section 13.17(a), in which case the breaching party shall be liable for payment
of such stamp duty.



          SECTION 13.18. Place of Performance. The parties to this Senior Secured Notes
Indenture shall perform their obligations under or in connection with the Senior Secured Note
Documents exclusively at the Place of Performance (as defined below), but in no event at a place in
Austria, and the performance of any obligations or liability under or in connection with the Senior
Secured Note Documents within the Republic of Austria shall not constitute discharge or performance
of such obligation or liability. For the purposes of the above, “Place of Performance” means (a) in
relation to any payment under or in connection with a Senior Secured Note Document, the place at
which such payment is to be made pursuant to Section 4.01 and (b) in relation to any other
obligation or liability under or in connection with the Senior Secured Note Documents, the premises
of the Trustee in New York or any other place outside of Austria as the Trustee may specify from
time to time.



[Remainder of page intentionally left blank]




163









 





          IN WITNESS WHEREOF, the parties have caused this Senior Secured Notes Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 
	 	RGHL US ESCROW II LLC,

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	RGHL US ESCROW II INC.,

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 

Trustee,
Principal Paying Agent, Transfer Agent, 
the
Collateral Agent and Registrar

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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, 
LONDON
BRANCH, as Paying Agent

 	 
	 	by  	/s/ Christopher Curti
 	 
	 	 	Name:  	Christopher Curti 	 
	 	 	Title:  	Vice President 	 
	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as

Additional Collateral Agent

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
















 





APPENDIX A



PROVISIONS RELATING TO SENIOR SECURED NOTES




          1. Definitions.



          1.1 Definitions.



          Capitalized terms used but not otherwise defined in this Appendix A shall have the meanings
assigned to them in the Senior Secured Notes Indenture. For the purposes of this Appendix A the
following terms shall have the meanings indicated below:



          “Common Depositary” means The Bank of New York Depository (Nominees) Limited, its nominees and
their respective successors.



          “Definitive Security” means a certificated Senior Secured Note (bearing the Restricted
Securities Legend if the transfer of such Senior Secured Note is restricted by applicable law) that
does not include the Global Securities Legend.



          “Global Securities Legend” means the legend set forth under that caption in Exhibit A to the
Senior Secured Notes Indenture.



          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



          “Regulation S” means Regulation S under the Securities Act.



          “Regulation S Securities” means all Original Senior Secured Notes offered and sold outside the
United States in reliance on Regulation S.



          “Rule 144A” means Rule 144A under the Securities Act.



          “Rule 144A Securities” means all Original Senior Secured Notes offered and sold to QIBs in
reliance on Rule 144A.



          “Senior Secured Exchange Securities” means (1) the 7.875% Senior Secured Notes Due 2019 issued
pursuant to the Senior Secured Notes Indenture in connection with the Registered Exchange Offer
pursuant to the Senior Secured Notes Registration Rights Agreement and (2) Additional Senior
Secured Notes, if any, issued pursuant to a registration statement filed with the SEC under the
Securities Act.



          “Senior Secured Notes Purchase Agreement” means (a) the Purchase Agreement dated July 26, 2011
among the Escrow Issuers, Reynolds Group Holdings Limited and Credit Suisse Securities (USA) LLC,
as representative of the several Purchasers (as defined therein) and (b) any other similar Purchase
Agreement relating to Additional Senior Secured Notes.



          “Senior Secured Notes Registered Exchange Offer” means the offer by the Issuers, pursuant to
the Senior Secured Notes Registration Rights Agreement, to certain Holders



 









 




of Original Senior Secured Notes, to issue and deliver to such Holders, in exchange for the
Original Senior Secured Notes, a like aggregate principal amount of Senior Secured Exchange
Securities registered under the Securities Act.




          “Senior Secured Notes Shelf Registration Statement” means the registration statement, if any,
filed by the Issuers pursuant to the Senior Secured Notes Registration Rights Agreement.



          “Senior Secured Notes Transfer Restricted Securities” means Definitive Securities and any
other Senior Secured Notes that bear or are required to bear or are subject to the Restricted
Securities Legend.



          1.2 Other Definitions.



	 	 	 	 	 
	Term:	 	Defined in Section:
	Agent Members

	 	 	2.1	(b)
	Global Senior Secured Securities

	 	 	2.1	(a)
	Regulation S Global Senior Secured Securities

	 	 	2.1	(a)
	Rule 144A Global Senior Secured Securities

	 	 	2.1	(a)






          2. The Senior Secured Notes.




          2.1 (a) Form and Dating; Global Senior Secured Securities. The Senior Secured Notes shall be
offered and sold by the Issuers pursuant to a Senior Secured Notes Purchase Agreement. The Senior
Secured Notes shall be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Senior Secured
Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation
S, subject to the restrictions on transfer set forth herein. Senior Secured Notes initially resold
pursuant to Rule 144A shall be issued initially in the form of two or more permanent global notes
in fully registered form (each, a “Rule 144A Global Senior Secured Security”); Senior Secured Notes
initially resold pursuant to Regulation S shall be issued initially in the form of two or more
permanent global notes in fully registered form (each, a “Regulation S Global Senior Secured
Security”), in each case without interest coupons and with the global securities legend and the
applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Senior
Secured Securities and the Regulation S Global Senior Secured Securities in respect of the Senior
Secured Notes shall be deposited on behalf of the purchasers of the Senior Secured Notes with a
custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as
nominee of DTC, duly executed by the Issuers and authenticated by the Trustee or the authentication
agent as provided in the Senior Secured Notes Indenture.




          Beneficial interests in a Regulation S Global Senior Secured Security may be exchanged for
interests in a Rule 144A Global Senior Secured Security only after the 40th day after the Issue
Date and then only if (1) such exchange occurs in connection with a transfer of Senior Secured
Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in a
Regulation S Global Senior Secured Security first delivers to the Registrar or a



2









 




Transfer Agent a written certificate (in content consistent with the form set forth on the
reverse of the Senior Secured Note) to the effect that the beneficial interests in the Regulation S
Global Senior Secured Security are being transferred to a Person (a) who the transferor reasonably
believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction
meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of
the States of the United States and other jurisdictions. Prior to the 40th day after the Issue
Date of the Senior Secured Notes, any transfer of a beneficial interest in a Regulation S Global
Senior Secured Security may only occur through the facilities of Euroclear or Clearstream,
Luxembourg.




          Beneficial interests in a Rule 144A Global Senior Secured Security may be transferred to a
Person who takes delivery in the form of an interest in a Regulation S Global Senior Secured
Security only if the transferor first delivers to the Registrar or a Transfer Agent a written
certificate (in content consistent with the form set forth on the reverse of the Senior Secured
Note) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S to a person who is not a U.S. person (as defined in Regulation S) and in accordance
with all applicable securities laws of any State of the United States and other jurisdictions.



          The Rule 144A Global Senior Secured Security and the Regulation S Global Senior Secured
Security are collectively referred to herein as the “Global Senior Secured Securities”. The
aggregate principal amount of the Global Senior Secured Securities may from time to time be
increased or decreased by adjustments made on the records of the Registrar and the Common
Depositary or its nominee as hereinafter provided.



          (b) Book-Entry Provisions of Senior Secured Notes. This Section 2.1(b) shall apply only to a
Global Senior Secured Security deposited with or on behalf of the Common Depositary.



          The Issuers shall execute and the Trustee or authentication agent shall, in accordance with
this Section 2.1(b), authenticate and deliver initially three Rule 144A Global Senior Secured
Securities in respect of the Senior Secured Notes and one Regulation S Global Senior Secured
Security in respect of the Senior Secured Notes, in each case that (a) shall be registered in the
name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication
agent to the custodian for DTC or pursuant to such custodian’s instructions.



          Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior
Secured Notes Indenture with respect to any Global Senior Secured Security held on their behalf by
the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Secured
Security, and the Issuers, the Trustee, the Collateral Agent and any agent of the Issuers or the
Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as
the absolute owner of such Global Senior Secured Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the
Collateral Agent or any agent of the Issuers, the Trustee or the Collateral Agent from giving
effect to any written certification, proxy or other authorization furnished by DTC or impair, as
between DTC and their Agent Members, the operation of customary practices of such



3









 




governing the exercise of the rights of a holder of a beneficial interest in any Global Senior
Secured Security.




          (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4,
owners of beneficial interests in Global Senior Secured Securities shall not be entitled to receive
physical delivery of Definitive Securities.



     2.2 Authentication.



          On the Issue Date, the Trustee or the authentication agent shall authenticate and deliver
$1,500,000,000 aggregate principal amount of Global Senior Secured Securities in respect of the
Senior Secured Notes and, at any time and from time to time thereafter, the Trustee or the
authentication agent shall authenticate and deliver (i) Additional Senior Secured Notes for
original issue in an aggregate principal amount specified in such order and (ii) Senior Secured
Exchange Securities for issue only in a Senior Secured Notes Registered Exchange Offer, pursuant to
a Senior Secured Notes Registration Rights Agreement, for a like principal amount of Original
Senior Secured Notes, in each case upon a written order of the Issuers signed by an Officer or
authorized signatory of the Issuers. Such order shall specify the amount of the Senior Secured
Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be
authenticated and, in the case of an issuance of Additional Senior Secured Notes pursuant to
Section 2.01 of the Senior Secured Notes Indenture after the Issue Date, shall certify that such
issuance is in compliance with Section 4.03 of the Senior Secured Notes Indenture. The Trustee or
the authentication agent shall authenticate Additional Senior Secured Notes upon receipt of a
written order of an Authentication Order relating thereto.



     2.3 Transfer and Exchange.



          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented
to the Registrar with a request:




     (x) to register the transfer of such Definitive Securities; or




     (y) to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,


the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive Securities
surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder
thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Securities are required to bear a restricted securities legend,
they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C)
below, and are accompanied by the following additional information and documents, as
applicable:



4









 






     (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




     (B) if such Definitive Securities are being transferred to the Issuers, a
certification to that effect; or




     (C) if such Definitive Securities are being transferred pursuant to an
exemption from registration in accordance with Rule 144A or Regulation S under the
Securities Act, a certification to that effect.



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global
Senior Secured Security. A Definitive Security may not be exchanged for a beneficial interest in a
Rule 144A Global Senior Secured Security or a Regulation S Global Senior Secured Security except
upon satisfaction of the requirements set forth below. Upon receipt by the Registrar of a
Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Registrar, together with:




     (i) certification, in the form set forth on the reverse of the Senior Secured Note,
that such Definitive Security is either (A) being transferred to a QIB in accordance with
Rule 144A, or (B) being transferred outside the United States in an offshore transaction in
accordance with Rule 903 or 904 under the Securities Act to a person who is not a U.S.
person (as defined in Regulation S under the Securities Act); and




     (ii) written instructions directing the Registrar to make an adjustment on its books
and records with respect to a Rule 144A Global Senior Secured Security (in the case of a
transfer pursuant to clause (b)(i)(A)) or a Regulation S Global Senior Secured Security (in
the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate
principal amount of the Senior Secured Notes represented by a Rule 144A Global Senior
Secured Security or a Regulation S Global Senior Secured Security, as applicable, such
instructions to contain information regarding the transferor’s account details at DTC to be
credited with such increase,


then the Registrar shall cancel such Definitive Security and cause, or direct the Transfer Agent to
cause, in accordance with standing instructions and procedures, the aggregate principal amount of
Senior Secured Notes represented by the applicable Rule 144A Global Senior Secured Security or the
applicable Regulation S Global Senior Secured Security, as applicable, to be increased by the
aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a beneficial interest in
the applicable Rule 144A Global Senior Secured Security or the applicable Regulation S Global
Senior Secured Security, as applicable, equal to the principal amount of the Definitive Security so
canceled. If no Rule 144A Global Senior Secured Security or Regulation S Global Senior Secured
Security, as applicable, is then outstanding, the Issuers shall issue and the Trustee shall
authenticate, upon receipt of an Authentication Order, a new Rule 144A Global Senior Secured
Security or Regulation S Global Senior Secured Security, as applicable, in the appropriate
principal amount. The Registrar shall record the exchange or transfer of a Definitive






5









 







Security for an interest in a Global Senior Secured Security in accordance with this Section 2.3(b)
in the register maintained by it.




          (c) Transfer and Exchange of Global Senior Secured Securities.




     (i) The transfer and exchange of Global Senior Secured Securities or beneficial
interests therein shall be effected through the Common Depositary in accordance with the
Senior Secured Notes Indenture (including applicable restrictions on transfer set forth
herein, if any) and the procedures of DTC therefor. A transferor of a beneficial interest
in a Global Senior Secured Security shall deliver to the Registrar a written order, given in
accordance with DTC’s, procedures, containing information regarding the participant account
of DTC to be credited with a beneficial interest in the Global Senior Secured Security. The
Registrar shall, in accordance with such instructions, instruct the Common Depositary to
credit to the account of the Person specified in such instructions a beneficial interest in
the Global Senior Secured Security and to debit the account of the Person making the
transfer of the beneficial interest in the Global Senior Secured Security being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Senior Secured Security to a beneficial interest in another Global Senior Secured Security,
the Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Global Senior Secured Security to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred,
and the Registrar shall reflect on its books and records the date and a corresponding
decrease in the principal amount of the Global Senior Secured Security from which such
interest is being transferred.




     (iii) Notwithstanding any other provisions of this Appendix A (other than the
provisions set forth in Section 2.4), a Global Senior Secured Security may not be
transferred as a whole except by the custodian of DTC or the Common Depositary to a nominee
thereof or a successor thereof.




     (iv) In the event that a Global Senior Secured Security is exchanged for Definitive
Securities pursuant to Section 2.4 of this Appendix A, prior to the consummation of a Senior
Secured Notes Registered Exchange Offer or the effectiveness of a Senior Secured Notes Shelf
Registration Statement with respect to such Securities, such Senior Secured Notes may be
exchanged only in accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 (including the certification requirements set forth on the
reverse of the Original Senior Secured Notes intended to ensure that such transfers comply
with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as
the case may be) and such other procedures as may from time to time be adopted by the
Issuers.



          (d) Legend. The Senior Secured Notes shall bear the legends set forth below.



          (i) Except as permitted by the following paragraph (ii), each Senior Secured Note certificate
evidencing the Global Senior Secured Securities (and all Senior Secured Notes



6









 




issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form:




     “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), AND THIS
NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY




(I) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,




(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,




(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE
PROVISIONS OF RULE 903 AND RULE 904 UNDER THE U.S. SECURITIES ACT,




(IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR




(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT,


IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND IN EACH OF CASES (III) AND (IV) SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.




     [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY
NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON
WITHOUT REGISTRATION EXCEPT PURSUANT TO



7









 




AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S
UNDER THE U.S. SECURITIES ACT.”]1




     (ii) Each Definitive Security shall bear the following additional legends:



          “IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”



     (iii) Upon any sale or transfer of a Senior Secured Notes Transfer Restricted Security
(including any Senior Secured Notes Transfer Restricted Security represented by a Global Senior
Secured Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the
transferee thereof to exchange such Senior Secured Notes Transfer Restricted Security for a
certificated Senior Secured Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Senior Secured Notes Transfer Restricted Security, if the
transferor thereof certifies in writing to the Registrar that such sale or transfer was made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Senior
Secured Note).



     (iv) After a transfer of any Original Senior Secured Notes pursuant to and during the period
of the effectiveness of a Senior Secured Notes Shelf Registration Statement with respect to such
Original Senior Secured Notes, all requirements pertaining to legends on such Original Senior
Secured Note will cease to apply, the requirements requiring any such Original Senior Secured Note
issued to certain Holders be issued in global form will cease to apply, and a certificated Original
Senior Secured Note or an Original Senior Secured Note in global form, in each case without
restrictive transfer legends, will be available to the transferee of the Holder of such Original
Senior Secured Notes upon exchange of such transferring Holder’s certificated Original Senior
Secured Note or directions to transfer such Holder’s interest in the Global Senior Secured
Security, as applicable.



     (v) Upon the consummation of a Senior Secured Notes Registered Exchange Offer with respect to
the Original Senior Secured Notes, all requirements pertaining to such Original Senior Secured
Notes that Original Senior Secured Notes issued to certain Holders be issued in global form will
still apply with respect to Holders of such Original Senior Secured Notes that do not exchange
their Original Senior Secured Notes, and Senior Secured Exchange Securities in certificated or
global form, in each case without the restricted securities legend set forth in Exhibit A hereto
will be available to Holders that exchange such Original Senior Secured Notes in such Senior
Secured Notes Registered Exchange Offer.





 




			
	1	 	Applicable to Regulation S Global Securities
only.




8









 










     (e) Cancellation or Adjustment of Global Senior Secured Security. At such time as all
beneficial interests in a Global Senior Secured Security have either been exchanged for Definitive
Securities, redeemed, repurchased or canceled, such Global Senior Secured Security shall be
returned to the Registrar for cancellation or retained and canceled by the Registrar. At any time
prior to such cancellation, if any beneficial interest in a Global Senior Secured Security is
exchanged for certificated Senior Secured Notes, redeemed, repurchased or canceled, the principal
amount of Senior Secured Notes represented by such Global Senior Secured Security shall be reduced
and an adjustment shall be made on the books and records of the Registrar with respect to such
Global Senior Secured Security, by the Registrar, to reflect such reduction.



     (f) No Obligation of the Trustee, the Collateral Agent or the Registrar.




     (i) None of the Trustee, the Collateral Agent or the Registrar shall have any
responsibility or obligation to any beneficial owner of a Global Senior Secured Security, a
member of, or a participant in DTC or other Person with respect to the accuracy of the
records of DTC or any nominee or of any participant or member thereof, with respect to any
ownership interest in the Senior Secured Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the custodian for DTC or
the Common Depositary, as applicable) of any notice (including any notice of redemption or
repurchase) or the payment of any amount, under or with respect to such Senior Secured
Notes. All notices and communications to be given to the Holders and all payments to be
made to Holders under the Senior Secured Notes shall be given or made only to or upon the
order of the registered Holders (which shall be the custodian for DTC, the Common Depositary
or their respective nominees in the case of a Global Senior Secured Security). The rights
of beneficial owners in any Global Senior Secured Security shall be exercised only through
the custodian for DTC or the Common Depositary, as applicable, subject to the applicable
rules and procedures of DTC. The Trustee, the Collateral Agent and the Registrar may rely
and shall be fully protected in relying upon information furnished by the custodian of DTC
or the Common Depositary with respect to the Agent Members and any beneficial owners.




     (ii) The Trustee, the Collateral Agent and the Registrar shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under the Senior Secured Notes Indenture or under applicable law with respect to any
transfer of any interest in any Senior Secured Note (including any transfers between or
among participants in DTC, members or beneficial owners in any Global Senior Secured
Security) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by, the
terms of the Senior Secured Notes Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



          2.4 Definitive Securities.



          (a) A Global Senior Secured Security deposited with the custodian of DTC or the Common
Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the
form of Definitive Securities in an aggregate principal amount equal to the



9









 




principal amount of such Global Senior Secured Security, in exchange for such Global Senior
Secured Security, only if such transfer complies with Section 2.3 hereof and (i) the Issuers have
consented to such transfer in writing; (ii) the Issuers notify the Trustee in writing that DTC,
acting through itself, the custodian for DTC or the Common Depositary, as applicable, are unwilling
or unable to continue as a clearing system in respect of such Global Senior Secured Security and a
successor clearing system is not appointed by the Issuers within 120 days of such notice; (iii) DTC
so requests following a Default under the Senior Secured Notes Indenture (in which case such Senior
Secured Notes may be exchanged in whole but not in part); or (iv) the Issuers, at their option,
notify the Trustee in writing that they elect to issue Definitive Securities.




          (b) Any Global Senior Secured Security that is transferable to the beneficial owners thereof
pursuant to this Section 2.4 shall be surrendered by the custodian for DTC or the Common
Depositary, as applicable, to the Registrar located at its principal corporate trust office, to be
so transferred, in whole or from time to time in part, without charge, and the Registrar shall
authenticate and deliver, upon such transfer of each portion of such Global Senior Secured
Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.
Any portion of a Global Senior Secured Security in respect of the Senior Secured Notes transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum
denominations of $100,000 and integral multiples of $1,000 in excess thereof and registered in such
names as the custodian of DTC, shall direct. Any Definitive Security delivered in exchange for an
interest in the Senior Secured Notes Transfer Restricted Security shall, except as otherwise
provided by Section 2.3(d) hereof, bear the applicable restricted securities legend and definitive
securities legend set forth in Exhibit A hereto.



          (c) Subject to the provisions of Sections 2.4(d) hereof, the registered Holder of a Global
Senior Secured Security shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under the Senior Secured Notes Indenture or the Senior
Secured Notes.



          (d) In the event of the occurrence of one of the events specified in Section 2.4(a) or 2.4(b)
hereof, the Issuers shall promptly make available to the Registrar a reasonable supply of
Definitive Securities in definitive, fully registered form without interest coupons. In the event
that such Definitive Securities are not issued, the Issuers expressly acknowledge, with respect to
the right of any Holder to pursue a remedy pursuant to Section 6.05 of the Senior Secured Notes
Indenture, the right of any beneficial owner of Senior Secured Notes to pursue such remedy with
respect to the portion of the Global Senior Secured Security that represents such beneficial
owner’s Senior Secured Notes as if such Definitive Securities had been issued.



10









 





Exhibit A




[FORM OF FACE OF SENIOR SECURED NOTE]




[Global Senior Secured Securities Legend]



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED
NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.



          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE SENIOR SECURED NOTES INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[Restricted Securities Legend]




          THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), AND THIS NOTE MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.



          THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY




(I) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,




(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,



A-1









 






(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE
PROVISIONS OF RULE 903 AND RULE 904 UNDER THE U.S. SECURITIES ACT,




(IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR




(V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT,


IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND IN EACH OF CASES (III) AND (IV) SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.




          [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND MAY
NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON
WITHOUT REGISTRATION EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE U.S. SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT.]2



[Definitive Securities Legend]




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.





 




			
	2	 	Applicable to Regulation S Global Securities
only.




A-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.




[FORM OF SENIOR SECURED NOTE]




			
	No.
	 	$__________






7.875% Senior Secured Note due 2019




	 	 	 

	 

	 	CUSIP
	 

	 	ISIN






          RGHL US ESCROW II INC., A DELAWARE CORPORATION, AND RGHL US ESCROW II LLC, A DELAWARE LIMITED
LIABILITY COMPANY PROMISES TO PAY TO [       ], OR ITS REGISTERED ASSIGNS, THE PRINCIPAL SUM OF
$[       ], AS THE SAME MAY BE REVISED FROM TIME TO TIME ON THE SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY ATTACHED HERETO, ON AUGUST 15, 2019.



          Interest Payment Dates: February 15 and August 15



          Record Dates: February 1 and August 1



          Additional provisions of this Senior Secured Note are set forth on the other side of this
Senior Secured Note.



A-3









 





          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	RGHL US ESCROW II INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RGHL US ESCROW II LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:






A-4









 








TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




THE BANK OF NEW YORK MELLON, as Trustee,

certifies that this is one of the

Senior Secured Notes referred to in the

Senior Secured Notes Indenture.




	 	 	 	 	 
	 	 
	By  	 	 
	 	Authorized Signatory 	 
	 	 	 




	 	 	 

	*/

	 	If the Senior Secured Note is to be issued in global form, add the Global Securities
Legend and the attachment from Exhibit A captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.






A-5









 






[FORM OF REVERSE SIDE OF SENIOR SECURED NOTE]




7.875% Senior Secured Note due 2019


1. Interest




          RGHL US Escrow II LLC, a Delaware limited liability company (such company, and its successors
and assigns under the Senior Secured Notes Indenture hereinafter referred to, being herein called
the “US Issuer I”), and RGHL US Escrow II Inc., a Delaware corporation (such company, and its
successors and assigns under the Senior Secured Notes Indenture hereinafter referred to, being
herein called the “US Issuer II” and, together with the US Issuer I, the “Issuers”), promise to pay
interest on the principal amount of this Senior Secured Note at the rate per annum shown above;
provided, however, that if a Registration Default (as defined in the Senior Secured Notes
Registration Rights Agreement) occurs, additional interest will accrue on this Senior Secured Note
from and including the date on which any such Registration Default shall occur to but excluding the
earlier of the date on which all Registration Defaults have been cured and August 9, 2013, at the
applicable rate as determined pursuant to the Senior Secured Notes Registration Rights Agreement.



          The Issuers shall pay interest semi-annually on February 15 and August 15 of each year,
commencing February 15, 2012. Interest on the Senior Secured Notes shall accrue from the most
recent date to which interest has been paid or provided for or, if no interest has been paid or
provided for, from August 9, 2011 until the principal hereof is due. Interest shall be computed on
the basis of a 360-day year comprised of twelve 30-day months. The Issuers shall pay interest on
overdue principal at the rate borne by the Senior Secured Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.


2. Method of Payment




          The Issuers shall pay interest on this Senior Secured Note (except defaulted interest) to the
registered Holder at the close of business on the February 1 or August 1 next preceding the
interest payment date even if this Senior Secured Note is canceled after the record date and on or
before the interest payment date (whether or not a Business Day). The Issuers shall pay principal,
premium, if any, and interest in US Dollars or such other lawful currency of the United States that
at the time of payment is legal tender for payment of public and private debts. The Issuers shall
make all payments in respect of this Senior Secured Note (including principal, premium, if any, and
interest) at the office of the relevant Paying Agent; provided that all such payments [shall be
made by wire transfer of immediately available funds to the accounts specified by the Holder or
Holders thereof]3 [at the option of the Issuers, may be made through the Principal
Paying Agent by mailing a check to the registered address of each Holder thereof]4.





 




			
	3	 	Applicable if this Security is represented by
a Global Senior Secured Security registered in the name of or held by a nominee
of, DTC, Clearstream or Euroclear on the relevant record date.
	 
	4	 	Applicable if this Security is represented by
a Definitive Security on the relevant record date.




A-6









 









3. Paying Agent and Registrar




          Initially, (i) The Bank of New York Mellon (the “Trustee”) shall act as Trustee, Principal
Paying Agent (“Principal Paying Agent”), Collateral Agent (the “Collateral Agent”), Transfer Agent
(“Transfer Agent”) and Registrar (the “Registrar”) and (ii) Wilmington Trust (London) Limited shall
act as Additional Collateral Agent (the “Additional Collateral Agent”). The Issuers may appoint
and change any Paying Agent or Registrar without notice. The Issuers or BP I or any of its
Subsidiaries may act as Paying Agent (other than with respect to Global Senior Secured Securities)
or Registrar.


4. Indenture




          The Issuers issued the Senior Secured Notes under an Indenture dated as of August 9, 2011 (the
“Senior Secured Notes Indenture”), among the Issuers, the Trustee, the Collateral Agent, the
Principal Paying Agent, the Transfer Agent, the Registrar and the Additional Collateral Agent. The
terms of the Senior Secured Notes include those stated in the Senior Secured Notes Indenture.
Terms defined in the Senior Secured Notes Indenture and not defined herein have the meanings
ascribed thereto in the Senior Secured Notes Indenture. The Senior Secured Notes are subject to
all terms and provisions of the Senior Secured Notes Indenture, and the Holders (as defined in the
Senior Secured Notes Indenture) are referred to the Senior Secured Notes Indenture for a statement
of such terms and provisions.



          The Senior Secured Notes are senior secured obligations of the Issuers. This Senior Secured
Note is one of the Original Senior Secured Notes referred to in the Senior Secured Notes Indenture.
The Senior Secured Notes include the Original Senior Secured Notes and any Additional Senior
Secured Notes. The Original Senior Secured Notes and any Additional Senior Secured Notes are
treated as a single class of securities under the Senior Secured Notes Indenture. The Senior
Secured Notes Indenture imposes certain limitations on the ability of the Issuers, BP I, BP II and
the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted
Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates, impair the security,
create or incur Liens and make Asset Sales. The Senior Secured Notes Indenture also imposes
limitations on the ability of the Issuers and the Senior Secured Note Guarantors to consolidate or
merge with or into any other Person or convey, transfer or lease all or substantially all of its
property. The Senior Secured Notes Indenture also imposes limitations on the ability of the
Issuers to undertake certain activities.



          To the extent any provision of the Senior Secured Notes conflict with the express provisions
of the Senior Secured Notes Indenture, the provisions of the Senior Secured Notes Indenture shall
govern and be controlling.


5. Optional Redemption




          Except as set forth in this Section 5, Section 6 and Section 25 below, the Senior Secured
Notes shall not be redeemable at the option of the Issuers prior to August 15, 2015. Thereafter,
the Issuers may redeem the Senior Secured Notes at their option, in whole or in part,



A-7









 




at any time or from time to time, upon not less than 30 nor more than 60 days’ prior notice
mailed by first-class mail to each holder’s registered address (or otherwise delivered in
accordance with applicable DTC procedures), at the following redemption prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest and additional interest, if any,
to the redemption date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during the 12-month period
commencing on August 15 of the years set forth below. Without limiting the Issuers’ obligations
under the Senior Secured Notes Indenture, the Issuers may provide in such notice that payment of
the redemption price and the performance of the Issuers’ obligations with respect to such
redemption may be performed by another Person.




	 	 	 	 	 
	Period	 	Redemption Price	 
	2015
	 	 	103.938	%
	2016
	 	 	101.969	%
	2017 and thereafter
	 	 	100.000	%






          In addition, from and after the Escrow Release Date, at any time and from time to time prior
to August 15, 2015, the Issuers may redeem the Senior Secured Notes at their option, in whole or in
part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
holder’s registered address (or otherwise delivered in accordance with applicable DTC procedures),
at a redemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed
plus the Applicable Premium (as calculated by the Issuers or on behalf of the Issuers by such
person as the Issuers shall designate) as of, and accrued and unpaid interest and additional
interest, if any, to, the applicable redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest payment date). Without
limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the Issuers may provide
in such notice that payment of the redemption price and the performance of the Issuers’ obligations
with respect to such redemption may be performed by another Person.



          Notwithstanding the foregoing, from and after the Escrow Release Date, at any time and from
time to time prior to August 15, 2014, the Issuers may at their option redeem in the aggregate up
to 35% of the original aggregate principal amount of the Senior Secured Notes (calculated after
giving effect to any issuance of any Additional Senior Secured Notes) with the net cash proceeds of
one or more Equity Offerings (1) by BP I or (2) any direct or indirect parent of BP I, in each case
to the extent the net cash proceeds thereof are contributed to the common equity capital of BP I or
any of its Subsidiaries or used to purchase Capital Stock (other than Disqualified Stock) of any
such entity from it, at a redemption price (expressed as a percentage of principal amount thereof)
of 107.875%, plus accrued and unpaid interest and additional interest, if any, to the redemption
date (subject to the right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that at least 65% of the original
aggregate principal amount of the Senior Secured Notes (calculated after giving effect to any
issuance of any Additional Senior Secured Notes) remain outstanding after each such redemption;
provided further, however, that such redemption shall occur within 90 days after the date on which
any such Equity Offering is consummated upon not less than 30



A-8









 




nor more than 60 days’ notice mailed to each holder of Senior Secured Notes being redeemed and
otherwise in accordance with the procedures set forth in the Senior Secured Notes Indenture.




          Notice of any redemption upon any Equity Offering may be given prior to the completion
thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the related Equity
Offering. Without limiting the Issuers’ obligations under the Senior Secured Notes Indenture, the
Issuers may provide in such notice that payment of the redemption price and the performance of the
Issuers’ obligations with respect to such redemption may be performed by another Person.


6. Redemption for Taxation Reasons




          The Issuers may redeem the Senior Secured Notes, at their option, in whole, but not in part,
at any time from and after the Escrow Release Date upon giving not less than 30 nor more than 60
days’ prior notice (which notice will be irrevocable) to the secured noteholders mailed by
first-class mail to each holder’s registered address (or otherwise delivered in accordance with
applicable DTC procedures) at a redemption price equal to 100% of the principal amount thereof,
together with accrued and unpaid interest and additional interest, if any, to the date fixed for
redemption (a “Tax Redemption Date”) (subject to the right of secured noteholders of record on the
relevant record date to receive interest due on the relevant interest payment date) and all
Additional Amounts (as defined in Section 7 below), if any, then due or that will become due on the
Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine in
good faith that, as a result of:




(1) any change in, or amendment to, the law or treaties (or any regulations,
protocols or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as
defined in Section 7 below) affecting taxation; or




(2) any change in official position regarding the application, administration or
interpretation of such laws, treaties, protocols, regulations or rulings (including
a holding, judgment or order by a government agency or court of competent
jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),


any Payor (as defined in Section 7 below), with respect to the Senior Secured Notes or a Senior
Secured Note Guarantee is, or on the next date on which any amount would be payable in respect of
the Senior Secured Notes would be, required to pay any Additional Amounts, and such obligation
cannot be avoided by taking reasonable measures available to such Payor (including the appointment
of a new Paying Agent or, where such payment would be reasonable, the payment through another
Payor); provided that no Payor shall be required to take any measures that in the Issuers’ good
faith determination would result in the imposition on such person of any legal or regulatory burden
or the incurrence by such person of additional costs, or would otherwise result in any adverse
consequences to such person.




          In the case of any Payor, the Change in Tax Law must be announced or become effective on or
after the date of the Offering Circular. Notwithstanding the foregoing, no such



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notice of redemption will be given earlier than 90 days prior to the earliest date on which
the Payor would be obliged to make such payment of Additional Amounts. Prior to the publication,
mailing or delivery of any notice of redemption of the Senior Secured Notes pursuant to the
foregoing, the Issuers will deliver to the Trustee (a) an Officers’ Certificate stating that they
are entitled to effect such redemption and setting forth a statement of facts showing that the
conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an
independent tax counsel of recognized standing to the effect that the Payor would be obligated to
pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officers’
Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent
described above, in which event it will be conclusive and binding on the secured noteholders.




          Subject to the terms of the applicable redemption notice, Senior Secured Notes called for
redemption become due on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on Senior Secured Notes or portions of them called for redemption.



          The foregoing provisions will apply mutatis mutandis to the laws and official positions of any
jurisdiction in which any successor to a Payor is organized or otherwise considered to be a
resident for tax purposes or any political subdivision or taxing authority or agency thereof or
therein. The foregoing provisions will survive any termination, defeasance or discharge of the
Senior Secured Notes Indenture.


7. Withholding Taxes




          All payments made by any Issuer or any Senior Secured Note Guarantor or any successor in
interest to any of the foregoing (each, a “Payor”) on or with respect to the Senior Secured Notes
or any Senior Secured Note Guarantee will be made without withholding or deduction for, or on
account of, any Taxes unless such withholding or deduction is required by law; provided, however
that a Payor, in any case, may withhold from any interest payment made on the Senior Secured Notes
to or for the benefit of any person who is not a “United States person,” as such term is defined
for U.S. federal income tax purposes, U.S. federal withholding tax, and pay such withheld amounts
to the Internal Revenue Service, unless such person provides documentation to such Payor such that
an exemption from U.S. federal withholding tax would apply to such payment if interest on the
Senior Secured Notes were treated as income from sources within the U.S. for U.S. federal income
tax purposes. If any deduction or withholding for, or on account of, any Taxes imposed or levied
by or on behalf of:




(1) any jurisdiction (other than the United States or any political subdivision or
governmental authority thereof or therein having power to tax) from or through which
payment on the Senior Secured Notes or any Senior Secured Note Guarantee is made by
such Payor, or any political subdivision or governmental authority thereof or
therein having the power to tax; or




(2) any other jurisdiction (other than the United States or any political
subdivision or governmental authority thereof or therein having the power to tax) in
which a Payor that actually makes a payment on the Senior Secured Notes or its
Senior



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Secured Note Guarantee is organized or otherwise considered to be a resident for tax
purposes, or any political subdivision or governmental authority thereof or therein
having the power to tax,


(each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from
any payments made with respect to the Senior Secured Notes or any Senior Secured Note Guarantee,
including payments of principal, redemption price, interest or premium, if any, the Payor will pay
(together with such payments) such additional amounts (the “Additional Amounts”) as may be
necessary in order that the net amounts received in respect of such payments by the secured
noteholders or the Trustee, as the case may be, after such withholding or deduction (including any
such deduction or withholding from such Additional Amounts), will not be less than the amounts that
would have been received in respect of such payments on the Senior Secured Notes or the Senior
Secured Note Guarantees in the absence of such withholding or deduction; provided, however, that no
such Additional Amounts will be payable for or on account of:





(1) any Taxes that would not have been so imposed or levied but for the existence of
any present or former connection between the relevant secured noteholder (or between
a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power
over the relevant secured noteholder, if such secured noteholder is an estate,
nominee, trust, partnership, limited liability company or corporation) and the
Relevant Taxing Jurisdiction (including being a citizen or resident or national of,
or carrying on a business or maintaining a permanent establishment in, or being
physically present in, the Relevant Taxing Jurisdiction) but excluding, in each
case, any connection arising solely from the acquisition, ownership or holding of
such Senior Secured Note, the receipt of any payment in respect thereof or the
perfection or enforcement of any security interest related to the Senior Secured
Notes;




(2) any Taxes that would not have been so imposed or levied if the holder of the
Senior Secured Note had complied with a reasonable request in writing of the Payor
(such request being made at a time that would enable such holder acting reasonably
to comply with that request) to make a declaration of nonresidence or any other
claim or filing or satisfy any certification, information or reporting requirement
for exemption from, or reduction in the rate of, withholding to which it is entitled
(provided that such declaration of nonresidence or other claim, filing or
requirement is required by the applicable law, treaty, regulation or administrative
practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the
requirement to deduct or withhold all or a part of any such Taxes);




(3) any Taxes that are payable otherwise than by withholding from a payment of the
principal of, premium, if any, or interest under the Senior Secured Notes or any
Senior Secured Note Guarantee;




(4) any estate, inheritance, gift, sales, excise, transfer, personal property or
similar tax, assessment or other governmental charge;



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(5) any Taxes that are required to be deducted or withheld on a payment pursuant to
the Directive or any law implementing, or introduced in order to conform to, the
Directive;




(6) except in the case of the liquidation, dissolution or winding-up of the Payor,
any Taxes imposed in connection with a Senior Secured Note presented for payment by
or on behalf of a secured noteholder or beneficial owner who would have been able to
avoid such Tax by presenting the relevant Senior Secured Note to, or otherwise
accepting payment from, another paying agent in a member state of the European
Union; or




(7) any combination of the above.



          Such Additional Amounts will also not be payable (x) if the payment could have been made
without such deduction or withholding if the beneficiary of the payment had presented the Senior
Secured Note for payment (where presentation is required) within 30 days after the relevant payment
was first made available for payment to the secured noteholder or (y) where, had the beneficial
owner of the Senior Secured Note been the holder of the Senior Secured Note, such beneficial owner
would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to
(7) inclusive above.



          The Payor will (i) make any required withholding or deduction and (ii) remit the full amount
deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in
accordance with applicable law. Upon request, the Payor will use all reasonable efforts to obtain
certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from
each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will
provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to
obtain such receipts, the same are not obtainable, such Payor will provide the Trustee with other
evidence reasonably satisfactory to the applicable Holder.



          If any Payor will be obligated to pay Additional Amounts under or with respect to any payment
made on the Senior Secured Notes, at least 30 days prior to the date of such payment, the Payor
will deliver to the Trustee an Officers’ Certificate stating the fact that Additional Amounts will
be payable and the amount so payable and such other information necessary to enable the Paying
Agent to pay Additional Amounts to secured noteholders on the relevant payment date (unless such
obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date,
in which case the Payor shall deliver such Officers’ Certificate and such other information as
promptly as practicable after the date that is 30 days prior to the payment date, but no less than
five (5) Business Days prior thereto, and otherwise in accordance with the requirements of DTC).



          Wherever in the Senior Secured Notes Indenture, the Senior Secured Notes, or any Senior
Secured Note Guarantee there is mentioned, in any context:




(1) the payment of principal,




(2) redemption prices or purchase prices in connection with a redemption or purchase
of Senior Secured Notes,



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(3) interest, or




(4) any other amount payable on or with respect to any of the Senior Secured Notes
or any Senior Secured Note Guarantee,


such reference shall be deemed to include payment of Additional Amounts as described under this
Section 7 to the extent that, in such context, Additional Amounts are, were or would be payable in
respect thereof.




          The Payor will pay any present or future stamp, court or documentary Taxes, or any other
excise, property or similar Taxes, charges or levies that arise in any jurisdiction from the
execution, delivery, registration or enforcement of any Senior Secured Notes, the Senior Secured
Notes Indenture, or any other document or instrument in relation thereto (other than a transfer of
the Senior Secured Notes) excluding any such Taxes, charges or similar levies imposed by any
jurisdiction that is not a Relevant Taxing Jurisdiction, and the Payor agrees to indemnify the
secured noteholders and the Trustee for any such Taxes paid by such secured noteholders. The
foregoing obligations will survive any termination, defeasance or discharge of the Senior Secured
Notes Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a
Payor is organized or otherwise considered to be a resident for tax purposes or any political
subdivision or taxing authority or agency thereof or therein.


8. Sinking Fund




          Except as set forth in Section 3.09 of the Senior Secured Notes Indenture and Section 25
below, the Issuers are not required to make any mandatory redemption or sinking fund payments with
respect to the Senior Secured Notes.


9. Notice of Redemption




          Notice of redemption shall be mailed by first-class mail (or otherwise delivered in accordance
with applicable DTC procedures) upon not less than 30 days nor more than 60 days’ prior notice to
each Holder’s registered address. Senior Secured Notes in denominations of $100,000 or less may be
redeemed in whole but not in part. The Trustee may select for redemption portions of the principal
of Senior Secured Notes that have denominations larger than $100,000. Senior Secured Notes and
portions thereof selected by the Trustee shall be in principal amounts of $100,000 or a whole
multiple of $1,000 in excess thereof, except that if all of the Senior Secured Notes of a Holder
are to be redeemed, the entire outstanding amount of Senior Secured Notes held by such Holder, even
if not in a multiple of $1,000 shall be redeemed. If money sufficient to pay the redemption price
of and accrued and unpaid interest and premiums (if any) on all Senior Secured Notes (or portions
thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such date interest ceases
to accrue on such Senior Secured Notes (or such portions thereof) called for redemption.



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	10.	 	Repurchase of Senior Secured Notes at the Option of the Holders upon Change of Control
and Asset Sales





          Upon the occurrence of a Change of Control, each Holder will have the right, subject to
certain conditions specified in the Senior Secured Notes Indenture, to require the Issuers to
repurchase all or any part of such Holder’s Senior Secured Notes at a purchase price in cash equal
to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
repurchase (subject to the right of the Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), as provided in, and subject to the terms of,
the Senior Secured Notes Indenture.



          In accordance with Section 4.06 of the Senior Secured Notes Indenture, the Issuers shall be
required to offer to purchase Senior Secured Notes upon the occurrence of certain events in
connection with certain Asset Sales.


11. Guarantees




          From and after the Escrow Release Date, each of the Senior Secured Note Guarantors will
jointly and severally, irrevocably and unconditionally guarantee on a senior basis to the extent
set forth in the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement and the
2007 UK Intercreditor Agreement (i) the full and punctual payment when due of all obligations of
the Issuers under the Senior Secured Notes Indenture and this Senior Secured Note and (ii) the full
and punctual performance within applicable grace periods of all other obligations of the Issuers.


12. Security.




          From and after the Escrow Release Date, the Senior Secured Notes and the Senior Secured Note
Guarantees will, with certain exceptions, have the benefit of Liens in the Collateral, which will
consist of first priority security interests shared with the other First Lien Obligations,
including the Senior Secured Credit Facilities, the October 2010 Senior Secured Notes, the February
2011 Senior Secured Notes and the 2009 Notes (subject to Permitted Liens, which may rank ahead of
the first priority security interests for the benefit of the Senior Secured Notes, and except as
otherwise set forth in the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement,
the 2007 UK Intercreditor Agreement and any Additional Intercreditor Agreement), in the Collateral;
provided, however, that in no event shall more than 65% of the total outstanding voting Equity
Interests, or any of the assets, of any US Controlled Foreign Subsidiary be required to be pledged.
In addition, as set forth in Section 12.01(a) of the Senior Secured Notes Indenture, following the
registration of the Senior Secured Notes with the SEC as contemplated by the Senior Secured Notes
Registration Rights Agreement, the value of the stock pledged as Collateral by the Senior Secured
Note Guarantors with respect to the Senior Secured Notes will include shares of capital stock of
such Senior Secured Note Guarantors only to the extent that the securing of the Senior Secured
Notes with such capital stock would not require such Senior Secured Note Guarantor to file separate
financial statements with the SEC under Rule 3-16 of Regulation S-X, except that the limitations on
stock collateral set forth in this sentence shall not apply to shares of Capital Stock of BP I at
any time and will not apply to shares of Capital Stock of Graham Holdings or any of its
subsidiaries (other than the general



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partner of Graham Packaging Company, L.P. so long as its principal assets consist solely of a
1% interest in Graham Packaging Company, L.P.) at any time Graham Holdings (or its successors and
assigns) and Graham Packaging Company, L.P. (or its successors and assigns) are not Senior Secured
Not Guarantors.



13. Denominations; Transfer; Exchange




          The Senior Secured Notes are in registered form, without coupons, in minimum denominations of
$100,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the
transfer of or exchange of Senior Secured Notes in accordance with the Senior Secured Notes
Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents, furnish information
regarding the account of the transferee at DTC, where appropriate, furnish certain certificates and
opinions, and pay any taxes, duties and governmental charges in connection with such transfer or
exchange. The Registrar need not register the transfer of or exchange any Senior Secured Notes
selected for redemption (except, in the case of a Senior Secured Note to be redeemed in part, the
portion of the Senior Secured Note not to be redeemed) or to transfer or exchange any Senior
Secured Notes for a period of 15 days prior to a selection of Senior Secured Notes to be redeemed.


14. Persons Deemed Owners




          The registered Holder of this Senior Secured Note shall be treated as the owner of it for all
purposes.


15. Unclaimed Money




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuers at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuers for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.


16. Discharge and Defeasance




          Subject to certain conditions, the Issuers at any time may terminate some of or all their
obligations under the Senior Secured Notes and the Senior Secured Notes Indenture if the Issuers,
among other things, deposit with the Trustee cash in US Dollars, for the payment of principal,
premium, if any, and interest on the Senior Secured Notes to redemption or maturity, as the case
may be.


17. Amendment; Waiver




          Subject to certain exceptions set forth in the Senior Secured Notes Indenture, (i) the Senior
Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2007
UK Intercreditor Agreement, any Additional Intercreditor Agreement and any Security Document may be
amended with the consent of the Holders of a majority in principal amount of the outstanding Senior
Secured Notes (voting as a single class) and (ii) any



A-15









 




past default or compliance with any provisions may be waived with the written consent of the
Holders of a majority in principal amount of the outstanding Senior Secured Notes. Subject to
certain exceptions set forth in the Senior Secured Notes Indenture, without the consent of any
Holder, the Issuers, the Collateral Agent, the Additional Collateral Agent and the Trustee may
amend the Senior Secured Notes Indenture, the Senior Secured Notes, the First Lien Intercreditor
Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and any
Security Document: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to
give effect to any provision of the Senior Secured Notes Indenture (including the release of any
Senior Secured Note Guarantee in accordance with the terms of Section 10.06, 12.01(a)(i) and (ii)
and 12.06 of the Senior Secured Notes Indenture); (iii) to comply with Article V of the Senior
Secured Notes Indenture; (iv) to provide for the assumption by a Successor Company of the
obligations of any Issuer under the Senior Secured Notes Indenture and the Senior Secured Notes, to
provide for the assumption by Midco of the obligations of RGHL under the Senior Secured Notes
Indenture and the Senior Secured Notes or to provide for the assumption by a Successor Senior
Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the Senior
Secured Notes Indenture and its Senior Secured Note Guarantee; (v) to provide for uncertificated
Senior Secured Notes in addition to or in place of certificated Senior Secured Notes (provided that
the uncertificated Senior Secured Notes are issued in registered form for purposes of Section
163(f) of the Code); (vi) to add a Senior Secured Note Guarantee with respect to the Senior Secured
Notes; (vii) to add assets to the Collateral; (viii) to release Collateral from any Lien pursuant
to the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK
Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security
Documents when permitted or required by the Senior Secured Notes Indenture, the First Lien
Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor
Agreement and the applicable Security Documents; (ix) to the extent necessary to provide for the
granting of a security interest for the benefit of any Person, provided that the granting of such
security interest is not prohibited under Section 4.17 of the Senior Secured Notes Indenture or
otherwise under the Senior Secured Notes Indenture; (x) to add to the covenants of BP I, BP II or
any Senior Secured Note Guarantor for the benefit of the Holders or to surrender any right or power
conferred upon BP I or BP II; (xi) to make any change that does not adversely affect the rights of
any Holder; (xii) to evidence and give effect to the acceptance and appointment under the Senior
Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor
Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a
successor Trustee; (xiii) to provide for the accession of the Trustee to any instrument in
connection with the Senior Secured Notes; (xiv) to make certain changes to the Senior Secured Notes
Indenture to provide for the issuance of Additional Senior Secured Notes; or (xv) to comply with
any requirement of the SEC in connection with the qualification of the Senior Secured Notes
Indenture under the Trust Indenture Act, if such qualification is required.



18. Defaults and Remedies




          If an Event of Default (other than an Event of Default related to (x) certain events of
bankruptcy, insolvency or reorganization with respect to BP I, BP II, an Issuer or any Restricted
Subsidiary that, directly or indirectly, owns or holds any Equity Interest of an Issuer or (y)
Section 6.01(c) of the Senior Secured Notes Indenture with respect to BP I’s, BP II’s or any
Restricted Subsidiary’s failure to comply with its obligations under Section 4.13(a) of the



A-16









 




Senior Secured Notes Indenture) occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of outstanding Senior Secured Notes by notice to the Trustee and the
Issuers may declare the principal of, premium, if any, and accrued but unpaid interest (including
additional interest, if any) on all the Senior Secured Notes to be due and payable. Upon such a
declaration, such principal and interest will be due and payable immediately. If an Event of
Default relating to (i) certain events of bankruptcy, insolvency or reorganization with respect to
BP I, BP II, an Issuer or any Restricted Subsidiary that, directly or indirectly, owns or holds any
Equity Interest of an Issuer or (ii) Section 6.01(c) of the Senior Secured Notes Indenture with
respect to BP I’s, BP II’s or any Restricted Subsidiary’s failure to comply with its obligations
under Sections 4.13(a) of the Senior Secured Notes Indenture occurs, the principal of, premium, if
any, and interest on all the Senior Secured Notes will become immediately due and payable without
any declaration or other act on the part of the Trustee or any holders. The Holders of a majority
in principal amount of the Senior Secured Notes by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.




          Subject to provisions of the Senior Secured Notes Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under the Senior Secured Notes Indenture at the
request or direction of any of the holders unless such holders have offered to the Trustee
indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, no holder may
pursue any remedy with respect to the Senior Secured Notes Indenture or the Senior Secured Notes
unless (i) such Holder has previously given the Trustee notice that an Event of Default is
continuing, (ii) Holders of at least 25% in principal amount of the outstanding Senior Secured
Notes have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee
security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee
has not complied with such request within 60 days after the receipt of the request and the offer of
security or indemnity and (v) the Holders of a majority in principal amount of the outstanding
Senior Secured Notes have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount
of outstanding Senior Secured Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or the Senior Secured Notes Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal
liability. Prior to taking any action under the Senior Secured Notes Indenture, the Trustee will
be entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.


19. Trustee Dealings with the Issuer




          The Trustee under the Senior Secured Notes Indenture, in its individual or any other capacity,
may become the owner or pledgee of Senior Secured Notes and may otherwise



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collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with
the Issuers or their Affiliates with the same rights it would have if it were not Trustee.



20. 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 Secured Note Guarantor, will have any liability for any obligations
of the Issuers under the Senior Secured Notes, 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 a 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.


21. Authentication




          This Senior Secured Note shall not be valid until an authorized signatory of the Trustee (or
an authenticating agent) manually signs the certificate of authentication on the other side of this
Senior Secured Note.


22. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


23. Governing Law




          THIS SENIOR SECURED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES ACKNOWLEDGE
THAT NEW YORK JUDGMENTS ARE NOT ENFORCEABLE IN AUSTRIA.


24. Agreed Tax Treatment




          The Issuers agree, and by acquiring an interest in the Senior Secured Notes each beneficial
owner of a Senior Secured Note agrees to treat for U.S. federal income tax purposes the Senior
Secured Notes as debt of the sole owner of the US Issuer I until the Escrow Release Date, and after
the Escrow Release Date as debt of the sole owner of the Reynolds Group Issuer LLC and interest
payments on the Senior Secured Notes as U.S. source interest; provided, however, that this
agreement shall cease to apply if the Issuers (i) determine, after taking action that is
permissible under the Senior Secured Notes Indenture, that the aforementioned allocation of debt
and interest payments is no longer accurate as a result of the changed circumstances, and (ii)
promptly notify holders of such determination by sending first-class mail to each holder’s



A-18









 




registered address (or otherwise completing delivery in accordance with applicable DTC
procedures). Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any
interest payment made on any Senior Secured Note to or for the benefit of any person who is not a
“United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal
withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such person
provides documentation to such Issuer or other Payor such that an exemption from U.S. federal
withholding tax would apply to such payment if interest on such Senior Secured Note were treated as
income from sources within the U.S. for U.S. federal income tax purposes.



25. Special Mandatory Redemption




          As set forth in Section 3.09 of the Senior Secured Notes Indenture, if (i) the Graham
Packaging Acquisition Document is terminated or (ii) the Escrow Release Date has not occurred on or
prior to March 20, 2012, the Escrow Issuers shall redeem the Senior Secured Notes at the Escrow
Redemption Price on the Special Mandatory Redemption Date (the “Special Redemption Provision”). If
the Special Redemption Provision is triggered, the Escrow Issuers will cause the notice of special
mandatory redemption to be delivered to each Holder and the Senior Secured Notes shall be redeemed
pursuant to the terms of the Escrow Agreement. The obligation to redeem the Senior Secured Notes
pursuant to the Special Redemption Provision may not be waived or modified without the written
consent of each Holder. Failure to redeem the Senior Secured Notes when required pursuant to the
Special Redemption Provision will constitute an Event of Default with respect to the Senior Secured
Notes.


26. Holders’ Compliance with Senior Secured Notes Registration Rights Agreement.




          Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Senior Secured Notes Registration Rights Agreement, including the obligations of the Holders
with respect to a registration and the indemnification of the Issuers to the extent provided
therein.


27. CUSIPs; ISINs




          The Issuers have caused CUSIPs and ISINs to be printed on the Senior Secured Notes and have
directed the Trustee to use CUSIPs and ISINs in notices of redemption as a convenience to the
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Senior Secured Notes or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.



          The Issuers shall furnish to any Holder of Senior Secured Notes upon written request and
without charge to the Holder a copy of the Senior Secured Notes Indenture which has in it the text
of this Senior Secured Note. Capitalized terms used but not defined herein shall have the meanings
set forth in the Senior Secured Notes Indenture.



A-19









 




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.



ASSIGNMENT FORM AND CERTIFICATE



To assign this Senior Secured Note, fill in the form below:



I or we assign and transfer this Senior Secured Note to




     (Print or type assignee’s name, address and zip code)



     (Insert assignee’s soc. sec. or tax I.D. No.)


and irrevocably appoint            agent to transfer this Senior Secured Note on the
books of the Issuers. The agent may substitute another to act for him.



Date: ___________________ Your Signature: ___________________



Sign exactly as your name appears on the other side of this Original Senior Secured Note.



The parties shall perform their obligations under or in connection with this assignment exclusively
outside of Austria and the performance of any obligations or liability under or in connection with
this assignment within the Republic of Austria shall not constitute discharge or performance of
such obligation or liability. It is expressly agreed between the parties hereto that any such
performance within the Republic of Austria will not establish Austria as the place of performance
and shall be deemed not effective with respect to any party hereto. Furthermore, the parties agree
that the fulfillment of any contractual obligation under this assignment within the Republic of
Austria does not result in a discharge of debt.



In connection with any transfer of any of the Senior Secured Notes evidenced by this form and
certificate the undersigned confirms that such Senior Secured Notes are being transferred in
accordance with its terms (including in accordance with all applicable securities laws of the
States of the United States and other jurisdictions):







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CHECK ONE BOX BELOW



o (1) in the United States to a person whom the undersigned reasonably believes is a
Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act) (“QIB”) that
purchases for its own account or for the account of a QIB to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with
Rule 144A;



o (2) outside the United States in an offshore transaction in accordance with Rule 903 or 904
under the Securities Act to a person who is not a U.S. person (as defined in Regulation S under the
Securities Act);



o (3) pursuant to an exemption from registration under the Securities Act provided by Rule
144 thereunder;



o (4) to the Registrar for registration in the name of the Holder, without transfer;



o (5) pursuant to an effective registration statement under the Securities Act; or



o (6) to the Issuers.



Unless one of the boxes is checked, the Registrar shall refuse to register any of the Senior
Secured Notes evidenced by this certificate in the name of any Person other than the registered
Holder thereof; provided, however, that if box (2) or (3) is checked, the Registrar shall be
entitled to require, prior to registering any such transfer of the Senior Secured Notes, such legal
opinions, certifications and other information as the Registrar and, if applicable, the Issuers
have reasonably requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.




	 	 	 	 	 
	 	 	 
	 	  	

 	 
	 	 	Signature 	 
	 	 	 	 
	 
	 	 	 
	 	  	

 	 
	 	 	Signature 	 
	 	 	 	 
	 



     TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.





          The undersigned represents and warrants that it is purchasing this Senior Secured Note for its
own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuers, BP I and the
Senior Secured Note Guarantors as the undersigned has requested pursuant



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to Rule 144A or has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.




	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 
	 	 




Notice: To be executed by an executive officer







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[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR SECURED
SECURITY



          The initial principal amount of this Global Senior Secured Security is $_____________. The
following increases or decreases in this Global Senior Secured Security have been made:



	 	 	 	 	 	 	 	 	 

	Date of Exchange
	 	Amount of decrease in

Principal Amount of this

Global senior Secured

Security
	 	Amount of increase in

Principal Amount of this

Global Senior Secured

Security
	 	Principal amount of this

Global Senior Secured

Security following such

decrease or increase
	 	Signature of authorized

signatory of Trustee or

Common Depositary
	 
	 	 
	 	 
	 	 
	 	 





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OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Senior Secured Note purchased by the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Senior Secured Notes Indenture, check
the box:



	 	 	 

	Asset Sale o
	 	Change of Control o






          If you want to elect to have only part of this Senior Secured Note purchased by the
Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Senior Secured
Notes Indenture, state the amount ($100,000 or any integral multiple of $1,000 in excess thereof):




	 	 	 	 	 	 	 

	$
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 	(Sign exactly as your name appears on the other 

side of this Senior Secured Note)







A-24











 





EXHIBIT B




     [FORM OF ASSUMPTION SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE]



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.





     FIRST SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured
Notes Supplemental Indenture”) dated as of [l] among RGHL US ESCROW II
LLC, a Delaware limited liability company (the “US LLC Escrow Issuer”), RGHL
US ESCROW II INC., a Delaware Corporation (the “US Corporate Escrow Issuer”
and, together with the US LLC Escrow Issuer, the “Escrow Issuers”), 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
“Ultimate Issuers”), the affiliates of the Ultimate Issuers party hereto
(the “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”) under the indenture
referred to below and WILMINGTON TRUST (LONDON) LIMITED, as additional
collateral agent (the “Additional Collateral Agent”).



W I T N E S S E T H :




          WHEREAS the Escrow Issuers have heretofore executed and delivered to the Trustee an indenture
(the “Senior Secured Notes Indenture”) dated as of August 9, 2011, 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”);



          WHEREAS the gross proceeds to the Initial Purchasers from the offer and sale of the Senior
Secured Notes and other funds were deposited by the Initial Purchasers and the



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Escrow Issuers into the Escrow Accounts at the closing of the offering of the Senior Secured
Notes;




          WHEREAS immediately after the execution of this Senior Secured Notes Supplemental Indenture,
the proceeds of the issuance of the Senior Secured Notes will be released from the Escrow Accounts
pursuant to Section 5(a) of the Escrow Agreement (the “Escrow Release”);



          WHEREAS pursuant to Section 4.23 of the Senior Secured Notes Indenture, as conditions to the
Escrow Release, (i) the Ultimate Issuers are required to execute and deliver this Senior Secured
Notes Supplemental Indenture and to assume all of the obligations of the Escrow Issuers under the
Senior Secured Notes and the Senior Secured Notes Indenture and to succeed the Escrow Issuers as
the “Issuers” under the Senior Secured Notes Indenture and (ii) the Senior Secured Note Guarantors
are required to execute and deliver this Senior Secured Notes Supplemental Indenture to jointly and
severally with all other Senior Secured Note Guarantors, unconditionally guarantee the obligations
of the Issuers 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;



          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 Ultimate 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 Escrow Issuers, the
Ultimate Issuers and the 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. Agreement to Assume. The Ultimate Issuers hereby assume, on a joint and several
basis, all of the obligations of the Escrow Issuers under the Senior Secured Notes and the Senior
Secured Notes Indenture and hereafter shall be deemed the “Issuers” for all purposes under the
Senior Secured Notes and the Senior Secured Notes Indenture.



          2. Agreement to Guarantee. The Senior Secured Note Guarantors hereby agree jointly
and severally with all other Senior Secured Note Guarantors, to unconditionally guarantee the
Ultimate 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 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. Following the date



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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 Ultimate Issuers, the Senior Secured Note
Guarantors, BP I, BP II and the applicable Restricted Subsidiaries beginning as of the Issue Date
as if the Ultimate Issuers, the Senior Secured Note Guarantors and the applicable Restricted
Subsidiaries had been parties thereto on such date, and any action or inaction taken by the
Ultimate Issuers, the Senior Secured Note Guarantors, BP I, BP II or the applicable Restricted
Subsidiaries after the Issue Date and prior to the date hereof prohibited by the Senior Secured
Notes Indenture, shall be deemed a Default by the Ultimate Issuers, the Senior Secured Note
Guarantors or the applicable Restricted Subsidiaries, as applicable, under the Senior Secured Notes
Indenture as of the date hereof. 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 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
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 Makes No Representation. The Trustee makes no representation 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 Ultimate 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 Senior Secured Note
Guarantor, will have any liability for any obligations of the Ultimate 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 a Senior



B-3









 




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. Successors and Assigns. All covenants and agreements of the Ultimate Issuers and
the Senior Secured Notes 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.



          11. 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.



          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 Ultimate Issuers or any Senior Secured Note Guarantor:
[Insert Address]


          13. 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  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	REYNOLDS GROUP ISSUER

(LUXEMBOURG) S.A.

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[SENIOR SECURED NOTE
GUARANTORS]

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON, as 
Trustee,
Principal Paying Agent, Transfer Agent,

Registrar and Collateral Agent

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

LONDON BRANCH, as Payring Agent

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WILMINGTON TRUST (LONDON)

LIMITED, as Additional Collateral Agent

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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