exv4w1






EXHIBIT 4.1




 
 





REYNOLDS GROUP ESCROW LLC




REYNOLDS GROUP DL ESCROW INC.




7.75% Senior Secured Notes due 2016




7.75% Senior Secured Notes due 2016




 






SENIOR SECURED NOTES INDENTURE




Dated as of November 5, 2009




 






THE BANK OF NEW YORK MELLON,

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




 
 




The taking of any 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 Note Document in Austria or sending any e-mail communication to which a pdf-scan of any Note
Document is attached to an Austrian addressee or sending any e-mail communication carrying an
electronic or digital signature which refers to any Note Document to an Austrian addressee may
cause the imposition of Austrian stamp duty. Accordingly, except as permitted by Section 13.17 of
this 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 Note Document in Austria or sending any e-mail communication to which a pdf-scan of
any Note Document is attached to an Austrian addressee or sending any e-mail communication carrying
an electronic or digital signature which refers to any Note Document to an Austrian addressee.



.









 









 








Trust Indenture Act Cross Reference Table**



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




	 	 	 	 	 
	TIA	 	Indenture
	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 the Indenture.








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 
	Definitions and Incorporation by Reference
	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitions
	 	 	46	 
	SECTION 1.03. Rules of Construction
	 	 	48	 
	 
	ARTICLE II
	 
	The Notes
	 
	SECTION 2.01. Amount of Notes
	 	 	49	 
	SECTION 2.02. Form and Dating
	 	 	51	 
	SECTION 2.03. Execution and Authentication
	 	 	51	 
	SECTION 2.04. Registrar and Paying Agent
	 	 	52	 
	SECTION 2.05. Paying Agent to Hold Money
	 	 	53	 
	SECTION 2.06. Holder Lists
	 	 	53	 
	SECTION 2.07. Transfer and Exchange
	 	 	53	 
	SECTION 2.08. Replacement Notes
	 	 	54	 
	SECTION 2.09. Outstanding Notes
	 	 	55	 
	SECTION 2.10. Temporary Notes
	 	 	55	 
	SECTION 2.11. Cancellation
	 	 	55	 
	SECTION 2.12. Defaulted Interest
	 	 	55	 
	SECTION 2.13. CUSIPs, Common Codes, ISINs, etc
	 	 	56	 
	SECTION 2.14. Calculation of Principal Amount of Notes
	 	 	56	 
	SECTION 2.15. Currency
	 	 	56	 
	 
	ARTICLE III
	 
	Redemption
	 
	SECTION 3.01. Redemption
	 	 	57	 
	SECTION 3.02. Applicability of Article
	 	 	58	 
	SECTION 3.03. Notices to Trustee
	 	 	58	 
	SECTION 3.04. Selection of Notes to Be Redeemed
	 	 	58	 
	SECTION 3.05. Notice of Optional Redemption
	 	 	59	 
	SECTION 3.06. Effect of Notice of Redemption
	 	 	60	 
	SECTION 3.07. Deposit of Redemption Price
	 	 	60	 
	SECTION 3.08. Notes Redeemed in Part
	 	 	60	 
	SECTION 3.09. Special Mandatory Redemption
	 	 	61	 
	 
	ARTICLE IV
	 
	Covenants
	 
	SECTION 4.01. Payment of Notes
	 	 	61	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.02. Reports and Other Information
	 	 	62	 
	SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	 	 	64	 
	SECTION 4.04. Limitation on Restricted Payments
	 	 	72	 
	SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	78	 
	SECTION 4.06. Asset Sales
	 	 	80	 
	SECTION 4.07. Transactions with Affiliates
	 	 	83	 
	SECTION 4.08. Change of Control
	 	 	86	 
	SECTION 4.09. Compliance Certificate
	 	 	89	 
	SECTION 4.10. Further Instruments and Acts
	 	 	89	 
	SECTION 4.11. Future Note Guarantors
	 	 	89	 
	SECTION 4.12. Liens
	 	 	90	 
	SECTION 4.13. Foreign Subsidiaries
	 	 	90	 
	SECTION 4.14. Maintenance of Office or Agency
	 	 	91	 
	SECTION 4.15. Withholding Taxes
	 	 	91	 
	SECTION 4.16. Future Collateral
	 	 	94	 
	SECTION 4.17. Impairment of Security Interest
	 	 	94	 
	SECTION 4.18. Amendment of Existing Notes
	 	 	95	 
	SECTION 4.19. Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status
	 	 	96	 
	SECTION 4.20. Intercreditor Agreements
	 	 	96	 
	SECTION 4.21. Escrow Account Deposits
	 	 	97	 
	SECTION 4.22. Activities of the Issuers Prior to the Assumption
	 	 	97	 
	SECTION 4.23. Assumption Supplemental Indenture
	 	 	98	 
	SECTION 4.24. Designation of Notes
	 	 	98	 
	SECTION 4.25. Certain Country Limitations
	 	 	98	 
	 
	ARTICLE V
	 
	Successor Company
	 
	SECTION 5.01. When the Issuers, BP I or BP II May Merge or Transfer Assets
	 	 	100	 
	 
	ARTICLE VI
	 
	Defaults and Remedies
	 
	SECTION 6.01. Events of Default
	 	 	103	 
	SECTION 6.02. Acceleration
	 	 	106	 
	SECTION 6.03. Other Remedies
	 	 	107	 
	SECTION 6.04. Waiver of Past Defaults
	 	 	107	 
	SECTION 6.05. Control by Majority
	 	 	107	 
	SECTION 6.06. Limitation on Suits
	 	 	107	 
	SECTION 6.07. Rights of the Holders to Receive Payment
	 	 	108	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	108	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	108	 
	SECTION 6.10. Priorities
	 	 	109	 
	SECTION 6.11. Undertaking for Costs
	 	 	109	 
	SECTION 6.12. Waiver of Stay or Extension Laws
	 	 	109	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.13. Direction to Agents
	 	 	110	 
	 
	ARTICLE VII
	 
	Trustee
	 
	SECTION 7.01. Duties of Trustee
	 	 	110	 
	SECTION 7.02. Rights of Trustee
	 	 	111	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	113	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	113	 
	SECTION 7.05. Notice of Defaults
	 	 	114	 
	SECTION 7.06. [Reserved.]
	 	 	114	 
	SECTION 7.07. Compensation and Indemnity
	 	 	114	 
	SECTION 7.08. Replacement of Trustee or Agent
	 	 	115	 
	SECTION 7.09. Successor Trustee by Merger
	 	 	116	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	116	 
	 
	ARTICLE VIII
	 
	Discharge of Indenture; Defeasance
	 
	SECTION 8.01. Discharge of Liability on Notes; Defeasance
	 	 	116	 
	SECTION 8.02. Conditions to Defeasance
	 	 	118	 
	SECTION 8.03. Application of Trust Money
	 	 	119	 
	SECTION 8.04. Repayment to Issuers
	 	 	119	 
	SECTION 8.05. [Reserved.]
	 	 	119	 
	SECTION 8.06. Reinstatement
	 	 	119	 
	 
	ARTICLE IX
	 
	Amendments and Waivers
	 
	SECTION 9.01. Without Consent of the Holders
	 	 	119	 
	SECTION 9.02. With Consent of the Holders
	 	 	121	 
	SECTION 9.03. [Reserved.]
	 	 	123	 
	SECTION 9.04. Revocation and Effect of Consents and Waivers
	 	 	123	 
	SECTION 9.05. Notation on or Exchange of Notes
	 	 	123	 
	SECTION 9.06. Trustee to Sign Amendments
	 	 	123	 
	SECTION 9.07. Payment for Consent
	 	 	124	 
	SECTION 9.08. Compliance with the Trust Indenture Act
	 	 	124	 
	 
	ARTICLE X
	 
	Guarantees
	 
	SECTION 10.01. Guarantees
	 	 	124	 
	SECTION 10.02. Limitation on Liability
	 	 	126	 
	SECTION 10.03. Successors and Assigns
	 	 	126	 
	SECTION 10.04. No Waiver
	 	 	126	 
	SECTION 10.05. Modification
	 	 	126	 






 









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 10.06. Release of Note Guarantor
	 	 	126	 
	SECTION 10.07. RGHL Release
	 	 	127	 
	SECTION 10.08. Limitation on Guarantees in the
Netherlands, Switzerland, Austria, Thailand,
Germany, Luxembourg, Guernsey, Mexico and the
United Kingdom.
	 	 	127	 
	SECTION 10.09. Effectiveness of Article X
	 	 	134	 
	 
	ARTICLE XI
	 
	Intercreditor Agreement
	 
	ARTICLE XII
	 
	Collateral and Security Documents
	 
	SECTION 12.01. Collateral and Security Documents
	 	 	135	 
	SECTION 12.02. Recording; Certificates and Opinions
	 	 	136	 
	SECTION 12.03. Suits To Protect the Collateral
	 	 	136	 
	SECTION 12.04. Other Agreements
	 	 	137	 
	SECTION 12.05. Determinations Relating to Collateral
	 	 	137	 
	SECTION 12.06. Release of Collateral
	 	 	137	 
	SECTION 12.07. Notices
	 	 	139	 
	SECTION 12.08. Collateral Agent
	 	 	139	 
	 
	ARTICLE XIII
	 
	Miscellaneous
	 
	SECTION 13.01. [Reserved.]
	 	 	139	 
	SECTION 13.02. Notices
	 	 	139	 
	SECTION 13.03. Certificate and Opinion as to Conditions Precedent
	 	 	140	 
	SECTION 13.04. Statements Required in Certificate or Opinion
	 	 	140	 
	SECTION 13.05. When Notes Disregarded
	 	 	141	 
	SECTION 13.06. Rules by Trustee, Paying Agent and Registrar
	 	 	141	 
	SECTION 13.07. Legal Holidays
	 	 	141	 
	SECTION 13.08. Governing Law
	 	 	141	 
	SECTION 13.09. Consent to Jurisdiction and Service
	 	 	141	 
	SECTION 13.10. No Recourse Against Others
	 	 	142	 
	SECTION 13.11. Successors
	 	 	142	 
	SECTION 13.12. Multiple Originals
	 	 	142	 
	SECTION 13.13. Table of Contents; Headings
	 	 	142	 
	SECTION 13.14. Indenture Controls
	 	 	142	 
	SECTION 13.15. Severability
	 	 	142	 
	SECTION 13.16. Agreed Tax Treatment
	 	 	142	 
	SECTION 13.17. Austrian Stamp Duty
	 	 	143	 
	SECTION 13.18. Place of Performance
	 	 	144	 






 









 






	 	 

	Appendix A   
	—         Provisions Relating to Notes
	 
	 
	EXHIBIT INDEX
	 
	 
	Exhibit A

	—         Form of Euro Note
	Exhibit B

	—         Form of Dollar Note
	Exhibit C

	—         Form of Assumption Supplemental Indenture







 











 






     INDENTURE dated as of November 5, 2009 (this “Indenture”) among
REYNOLDS GROUP ESCROW LLC, a Delaware limited liability company having its
registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the
“LLC Escrow Issuer”), REYNOLDS GROUP DL ESCROW INC., a Delaware corporation
having its registered office at 160 Greentree Drive, Suite 101, Dover, DE
19904 (the “Corporate Escrow Issuer” and, together with the LLC Escrow
Issuer, the “Issuers”), THE BANK OF NEW YORK MELLON, as trustee (the
“Trustee”), principal paying agent, transfer agent, and collateral agent and
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as paying 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) €450,000,000 aggregate principal amount of the 7.75% Senior
Secured Notes due 2016 (the “Euro Notes”) issued on the date hereof, (b) $1,125,000,000 aggregate
principal amount of the 7.75% Senior Secured Notes due 2016 (the “Dollar Notes” and, together with
the Euro Notes, the “Original Notes”) issued on the date hereof, (c) if and when issued pursuant to
a registered exchange for Original Notes, the Exchange Securities (as defined herein) and (d) any
Additional Notes (as defined herein) that may be issued after the date hereof (all such securities
in clauses (a), (b), (c) and (d) being referred to collectively as the “Notes”). Subject to the
conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited
aggregate principal amount of Additional Notes.




ARTICLE I




Definitions and Incorporation by Reference



          SECTION 1.01. Definitions.




     “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 Notes in any material respect than the Acquisition Documents as in effect on the Issue Date).



 









 





     “Additional Dollar Notes” means Dollar Notes (other than Original Notes) issued under the
terms of this Indenture subsequent to the Issue Date.



     “Additional Euro Notes” means Euro Notes (other than Original Notes) issued under the terms of
this Indenture subsequent to the Issue Date.



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



     “Additional Notes” means any Additional Dollar Notes and Additional Euro Notes, it being
understood that any Notes issued in exchange for or replacement of any Original Note issued on the
Issue Date shall not be an Additional Note, including any such Notes issued pursuant to a
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 Note Guarantor that
secures any First Lien Obligations, subject to the Agreed Security Principles.



     “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 Note Guarantors.
However, it is acknowledged that to the extent the Security Principles conflict with the specific
provisions of this Indenture or any Security Document (other than those explicitly qualified by
these Security Principles), the provisions of this 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 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 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:







2









 








     (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 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 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 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 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 Note Guarantor if the relevant asset is material and if
seeking such consent will not adversely affect the business of the Issuer or 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 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 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 Note Guarantee or security being
granted by that member of the Group;



     (f) the Issuers and 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 Note Guarantor shall be
required to give a 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 Indenture and
Security Documents therefor or (if earlier or to the extent no such time periods are
specified in this 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



3









 




required if it would have a material adverse effect on the ability of the relevant Issuer or Note
Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by
this 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 Note Guarantors, to the extent that such
restrictions can be removed under relevant law, (ii) any of the Issuers and 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 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 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 to 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 Note Guarantor or New York law, all security (other than share security over
subsidiaries of the Issuers or a 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 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



4









 




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
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) Note Guarantors and Security




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



     Subject to these Security Principles, the security package shall include stock and other
membership interests issued by the Issuers and 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 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 Indenture and Security Documents, be given by the
Issuers and 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 the
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



5









 




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 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 Notes to
another party.




     The Issuers and 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 Notes is complete. Otherwise the cost or
fee shall be for the account of the transferee Holder.



2. 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;



     (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, the Senior Secured Note 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 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 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 Note



6









 




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 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 Note Guarantor that the Collateral Agent shall not give any instructions or
withhold any withdrawal rights from such Issuer or 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 (x) a Dollar Note
at any redemption date, the greater of (i) 1.00% of the principal amount of such Dollar Note and
(ii) the excess, if any, of (A) the present value at such redemption date of (1) the redemption
price of such Dollar Note on October 15, 2012 (such redemption price being described in Section 5
of the Dollar Note, exclusive of any accrued interest and additional interest, if any) plus (2) all
required remaining scheduled interest payments due on such Dollar Note through October 15, 2012
(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 Dollar Note on such redemption date and (y) a Euro
Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Euro Note and
(ii) the excess, if any, of (A) the present value at such redemption date of (1) the redemption
price of such Euro Note on October 15, 2012 (such redemption price being described in Section 5 of
the Euro Note, exclusive of any accrued but unpaid interest and additional interest, if any) plus
(2) all required remaining scheduled interest payments due on such Euro Note through October 15,
2012 (excluding accrued but unpaid interest and additional interest, if any, to the redemption
date), computed using a discount rate equal to the Bund Rate at the redemption date plus 50 basis
points over (B) the principal amount of such Euro Note on such redemption date



     “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







7









 







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 the provisions described above under Section 5.01 or any
disposition that constitutes a Change of Control;



(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 €10.0 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 acquisition and in each case comprising all or a portion of the consideration in respect of
such sale or acquisition;








8









 







(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 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 (i) consummation of the merger of the Corporate Escrow Issuer with
and into the US Issuer I (the “Escrow Merger”) and (ii) transfer of the assets of the LLC Escrow
Issuer to the Luxembourg Issuer and the assumption by the Luxembourg Issuer of the LLC Escrow
Issuer’s obligations and (B) the other transactions whereby (x) the US Issuer I as the surviving
company of the Escrow Merger, together with the Luxembourg Issuer and the US Issuer II, will
jointly and severally, assume all of the obligations of the Issuers under the Notes and the
Indenture pursuant to the Assumption Supplemental Indenture and other agreements and (y) the Note
Guarantors will guarantee the Notes and the Indenture pursuant to the Assumption Supplemental
Indenture and other agreements.



     “Assumption Supplemental Indenture” means a supplemental indenture, substantially in the form
as set forth in Exhibit C hereto to be entered into on the Escrow Release Date, among the US Issuer
I, the US Issuer II, the Luxembourg Issuer, the 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 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 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.



9









 





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



     “Bund Rate” means, with respect to any relevant date, the rate per annum equal to the
equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price
for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to
the Comparable German Bund Price for such relevant date, where:


(1) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any
Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such
redemption date to October 15, 2012, and that would be utilized at the time of selection and in
accordance with customary financial practice, in pricing new issues of euro-denominated corporate
debt securities in a principal amount approximately equal to the then outstanding principal amount
of the Euro Notes and of a maturity most nearly equal to October 15, 2012; provided, however, that,
if the period from such redemption date to October 15, 2012 is less than one year, a fixed maturity
of one year shall be used;



(2) “Comparable German Bund Price” means, with respect to any relevant date, the average of all
Reference German Bund Dealer Quotations for such date (which, in any event, must include at least
two such quotations), after excluding the highest and lowest such Reference German Bund Dealer
Quotations, or if the Luxembourg Issuer obtains fewer than four such Reference German Bund Dealer
Quotations, the average of all such quotations;



(3) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by
the Luxembourg Issuer in consultation with the Trustee; and



(4) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund
Dealer and any relevant date, the average as determined by the Luxembourg Issuer of the bid and
offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Luxembourg Issuer by such Reference German Bund Dealer
at 3:30 p.m. Frankfurt, Germany, time on the third Business Day preceding the relevant date.




     “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;








10









 







(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.



     “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;








11









 







(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



(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, US Issuer II, 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.



     “Clearstream” means Clearstream Banking, société anonyme or any successor securities clearing
agency.



     “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 on the Escrow Release Date, The Bank of New York Mellon in its
capacity as collateral agent under the First Lien Intercreditor Agreement, and thereafter any
successor to it under the First Lien Intercreditor Agreement.



     “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 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







12









 







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
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
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;



(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 Note Guarantor) shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its







13









 







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;



(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








14









 







(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.



     “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,



15









 




modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or
in part from time to time.




     “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 Issue
Date occurred to the end of the most recently ended fiscal quarter for which combined internal
financial statements of the 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 Issue 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 and other than
in connection with the Transactions), 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 Issue Date (other than
Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock
and other than contributions (x) to the extent such contributions have been used to Incur
Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii) or (y) made
in connection with the Transactions); 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 Issue 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 Issue 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:





(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
Reference Date by BP I, BP II or the Restricted Subsidiaries and from repurchases and
redemptions after the Issue 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



16









 







constituted Restricted Investments made after the Issue 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 Issue 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 Issue Date, the Fair Market Value (and, if such Fair Market Value exceeds €20.0 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 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:



17









 




(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 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 Notes or the date the 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.




     “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.



     “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








18









 







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 Group Combined Pro Forma
Adjusted EBITDA” in the section called “Summary Historical Pro Forma Financial and Other Data” 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,



(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 Group Combined Pro Forma
Adjusted EBITDA” in the section called “Summary Historical Pro Forma Financial and Other Data” 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
that includes only cash, the proceeds thereof and interest earned thereon, free from all Liens
except for a Lien in favor of the Notes.



     “Escrow Agreement” means the Escrow Agreement dated as of November 4, 2009, among The Bank of
New York Mellon (acting in its capacities as the escrow agent thereunder and as Trustee) and the
Issuers, relating to the Escrow Accounts.



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



     “Escrow Funds” means the aggregate funds deposited into the Escrow Accounts by the 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.



19









 





     “Escrow Redemption Date” means November 10, 2009



     “Escrow Redemption Price” means an amount of cash equal to $1,111,574,750 (with respect to the
Dollar Notes) plus €444,627,500 (with respect to the Euro Notes), plus, in each case, accrued and
unpaid interest and premiums (if any) and accreted original issue discount to, but excluding, the
Escrow Redemption Date.



     “Escrow Release Date” means the date of satisfaction of the conditions precedent set forth in
the Escrow Agreement for the release of the Escrow Funds to the US Issuer I 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.



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System or
any successor securities clearing agency.



     “European Government Obligations” means any security that is (1) a direct obligation of the
Federal Republic of Germany, France, Austria or any other country that is a member of the European
Monetary Union on the date of this Indenture, or Switzerland, for the payment of which the full
faith and credit of such country is pledged or (2) an obligation of a person controlled or
supervised by and acting as an agency or instrumentality of any such country the payment of which
is unconditionally guaranteed as a full faith and credit obligation by such country, which, in
either case under the preceding clause (1) or (2), is not callable or redeemable at the option of
the issuer thereof.



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



     “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 Credit Agreement” means the senior facilities agreement dated 11 May 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



20









 




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.




     “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 Note Guarantors incorporated
in Germany pursuant to Section 4.02(c) of the Senior Secured Credit Facilities.



     “Existing 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 the Escrow Release Date and as amended, supplemented or modified from time
to time thereafter.



     “Existing Notes Collateral” means (x) all of the capital stock of BP I and (y) the receivables
under the intercompany loans, each dated 29 June 2007 and between BP II and BP I in respect of the
proceeds from the Senior Notes and the Senior Subordinated Notes, as from time to time amended,
supplemented or modified.



     “Existing Notes Offering Circular” means the Offering Circular dated June 22, 2007, with
respect to the Senior Notes and Senior Subordinated Notes.



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



     “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
Indenture).



     “Financial Assistance Restricted Subsidiary” means any Restricted Subsidiary that is prevented
from being a Note Guarantor due to applicable financial assistance laws; provided that such
Restricted Subsidiary shall become a 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 Note Guarantor if it would otherwise be required to be a Note Guarantor
pursuant to Section 4.11.




21











 





     “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 to be dated as of the
Issue Date, 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 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 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



22









 




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 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



23









 




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 Indenture in relation to financial reports and other information to be
delivered to Holders) on the Reference Date. Except as otherwise expressly provided in this
Indenture, all ratios and calculations based on GAAP contained in this 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 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.



     “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:



24









 




(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 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
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);







25









 







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 or the Reynolds Acquisition Documents;
or (6) Subordinated Shareholder Funding.




     Notwithstanding anything in this 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 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 Indenture but for the application of
this sentence shall not be deemed an Incurrence of Indebtedness under this 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 Calyon 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 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



26









 




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 November 5, 2009, the date on which the Notes are originally 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 Existing 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 Existing Credit Agreement with the proceeds
of the issuance of the Senior Notes and the 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 Existing Intercreditor 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.



27









 





     “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 Existing 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.



     “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.



     “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 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.



     “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.



28









 





     “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 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.



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



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



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



     “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 Notes shall not include fees or
indemnifications in favor of the Trustee and other third parties other than the holders of the
Notes.



     “Obligor” means any Issuer or a Note Guarantor.



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



     “Offering Circular” means the Offering Circular dated October 29, 2009, with respect to the
Notes.



     “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.



     “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.



29









 





     “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 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.



     “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 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;



(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 the greater of €5.0 million and 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;







30









 







(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 the greater of €75.0 million and 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;



(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 €75.0 million 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



31









 






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
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;



(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 or
the non-payment of which in the aggregate would not reasonably be expected to have a material
adverse effect on the Issuers, BP I 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;



32









 






(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 €200.0 million and (iii) 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 Notes
pursuant to an Additional Intercreditor Agreement on terms not less favorable to the noteholders,
the Collateral Agent and the Trustee than in the Existing Intercreditor Agreement;



(7) Liens existing on the Issue Date, including Liens securing the Senior Notes and the Senior
Subordinated Notes (or securing any guarantees in respect thereof) on the Issue Date, but excluding
Liens securing the Senior Secured Credit Facilities (which shall be deemed incurred pursuant to
clause (6)(i) of this definition) and the Notes (which shall be deemed incurred pursuant to clause
(6)(i) of this definition);



(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 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;



33









 






(14) Liens on assets or property of BP I, BP II or any Restricted Subsidiary securing the Notes or
any Note Guarantees (which shall be deemed incurred pursuant to clause (6)(i) of this definition);



(15) Liens in favor of BP I, BP II or any 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;



(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), (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 that
secured the original 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),
(7), (8), (9), (10), (15) and (20) at the time the original Lien became a Permitted Lien under this
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;



(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;



(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;




34









 







(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 €15.0 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.



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



     “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 Notes (or any Additional 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 ten 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”.



     “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.



35









 





     “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 Notes or any Refinancing Indebtedness with respect to the 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 the 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
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 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



36









 




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



(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.



     “Registration Rights Agreement” means the Registration Rights Agreement related to the Notes,
dated as of the Escrow Release Date, among the Issuers, the Note Guarantors and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time to time and,
with respect to any Additional Notes, one or more registration rights agreements between the
Issuers and the other parties thereto, as such agreement(s) may be amended, modified or



37









 




supplemented from time to time, relating to rights given by the Issuers to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.




     “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 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 Indenture, all
references to Restricted Subsidiaries shall mean Restricted Subsidiaries of each of BP I and BP II.



     “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
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 the Issue Date.



     “Reynolds Existing 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 Transactions” means the Reynolds Acquisition and the transactions related thereto
(including the transactions contemplated in that certain Steps Plan and Structure Chart



38









 




dated
November 3, 2009, prepared by RGHL), including the repayment of the Reynolds Existing Credit
Agreement, the issuance and guarantee of, and granting of security in relation to, the 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 Existing Intercreditor Agreement, entry into
the First Lien Intercreditor Agreement and the contribution by RGHL of funds in return for common
equity of BP I.




     “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.



     “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 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 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 Note
Documents, and (c) the due and punctual payment and performance of all the obligations of each
other Obligor under or pursuant to the 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 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 Notes and the 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



39









 




of payment to the Notes or the 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 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 Indenture.




     “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.



     “Senior Notes” means the 8% Senior Notes due 2016 issued pursuant to the Senior Note
Indenture.



     “Senior Secured Credit Facilities” means the Credit Agreement dated as of the Issue Date,
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
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).



     “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



40









 




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



     “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.



     “Senior Subordinated Notes” means the 9 1/2% Senior Subordinated Notes due 2017 issued pursuant
to the Senior Subordinated Note Indenture.



41









 





     “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



(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 (RS954.1) 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 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 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



42









 




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 Notes and (b) with respect to
any Note Guarantor, any Indebtedness of such Note Guarantor which is by its terms subordinated in
right of payment to its 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 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 Notes is restricted by the Existing Intercreditor
Agreement, an 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 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 Notes is restricted by the Existing Intercreditor
Agreement, an 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 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
Notes) is restricted by the Existing Intercreditor Agreement, an 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 Existing Intercreditor Agreement, an Additional
Intercreditor Agreement or another intercreditor agreement, is fully subordinated and junior in
right of payment to the 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 any material respect to Holders than those contained in the Existing 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






43









 







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 (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 and the Reynolds Transactions.



     “Treasury Rate” (as determined by the Issuers) means, with respect to the Dollar 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 October 15, 2012; 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



44









 




(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 Indenture.




     “Trustee” means the party named as such in this 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.




     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.




45











 





     “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.



     “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.



     “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 Amounts”
	 	4.15(a)
	“Additional Intercreditor Agreement”
	 	4.20(a)
	“Additional Guarantor”
	 	10.08(j)
	“Affiliate Transaction”
	 	4.07
	“Asset Sale Offer”
	 	4.06(b)
	“Austrian Guarantor”
	 	10.08(c)
	“Authentication Order”
	 	2.03
	“Authorized Agent”
	 	13.09
	“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
	“Covenant Suspension Event”
	 	4.19(a)
	“Custodian”
	 	6.01
	“Definitive Security”
	 	Appendix A






46









 






	 	 	 
	 	 	Defined
	Term	 	in Section
	“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)
	“Exchange Securities”
	 	Appendix A
	“German Guarantor”
	 	10.08(e)
	“German Net Assets”
	 	10.08(e)
	“Global Securities Legend”
	 	Appendix A
	“Global Securities”
	 	Appendix A
	“GmbH & Co. KG”
	 	10.08(e)
	“Guaranteed Obligations”
	 	10.01
	“Indenture”
	 	Preamble
	“legal defeasance option”
	 	8.01
	“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 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
	“Purchase Agreement”
	 	Appendix A
	“QIB”
	 	Appendix A
	“Refinancing Indebtedness”
	 	4.03(b)
	“Refunding Capital Stock”
	 	4.04(b)
	“Registered Exchange Offer”
	 	Appendix A
	“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)
	“Reversion Date”
	 	4.19(b)
	“Rule 144A”
	 	Appendix A
	“Rule 144A Securities”
	 	Appendix A






47









 






	 	 	 
	 	 	Defined
	Term	 	in Section
	“Second Commitment”
	 	4.06(b)
	“Notes”
	 	Preamble
	“Shelf Registration Statement”
	 	Appendix A
	“Special Mandatory Redemption”
	 	3.09
	“Successor Company”
	 	5.01(a)
	“Successor Note Guarantor”
	 	5.01(b)
	“Suspended Covenants”
	 	4.19(a)
	“Swiss Guarantor”
	 	10.08(b)
	“Thai Guarantor”
	 	4.25(a)
	“Transfer”
	 	5.01(b)
	“Transfer Agent”
	 	2.04(a)
	“Transfer Restricted Securities”
	 	Appendix A
	“Unlimited Enforcement Amount”
	 	10.08(e)







     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;



48









 






     (j) after the Escrow Release Date occurs, in the case of any inconsistency between this
Indenture, the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement or
any Additional Intercreditor Agreement, the First Lien Intercreditor Agreement, the Existing
Intercreditor Agreement or Additional Intercreditor Agreement shall prevail and this
Indenture is in all respects subject to the terms of First Lien Intercreditor Agreement, the
Existing 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 Indenture,
this Indenture shall prevail;




     (k) as used in this Indenture, (i) prior to the Escrow Release Date, references to the
“Issuers” or an “Issuer” refer only to the Issuers collectively or individually, as
applicable, and after the Escrow Release Date, such 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 Corporate 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, (iii) prior to the Escrow Release Date, references to “Luxembourg
Issuer” shall refer only to the LLC Escrow Issuer (except for the use of such term in
Sections 2.04(d), 13.16, 4.22, 4.23 and the definition of “Luxembourg Issuer”, in which
cases it shall at all times refer only to the Luxembourg Issuer), and after the Escrow
Release Date, such references shall refer only to the Luxembourg Issuer and (iv) prior to
the Escrow Release Date, references to the “US Issuer II” shall not be applicable (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; and




     (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 Notes



          SECTION 2.01. Amount of Notes. The aggregate principal amount of Dollar Notes which
may be authenticated and delivered under this Indenture on the Issue Date is $1,125,000,000 and the
aggregate principal amount of Euro Notes which may be authenticated






49









 







and delivered under this Indenture on the Issue Date is €450,000,000. All Original Notes
shall be substantially identical except as to denomination and currency.




          The Issuers may from time to time after the Issue Date issue Additional Notes under this
Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness
represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such
Additional Notes are issued in compliance with Section 4.12 and the other applicable provisions of
this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 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
Notes:





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




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




     (3) if applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Securities and, in such case, the respective depositaries for
such Global Securities, the form of any legend or legends which shall be borne by such
Global 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 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 Notes shall be Original Notes or shall be issued in the
form of Exchange Securities as set forth in Exhibit A



          If any of the terms of any Additional Notes are established by action taken pursuant to a
resolution of the Board of Directors of either 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 Notes.




          Except as provided in Section 9.02(c), the Notes, including any Additional Notes, shall be
treated as a single class for all purposes under this Indenture, including waivers, amendments;
provided however that the Notes, including any Additional Notes, are not required to be treated as
a single class for purposes of redemptions and offers to purchase. Holders of Additional Notes
actually issued will share equally and ratably in the Collateral with the holders of the Original
Notes. Unless the context otherwise requires, for all purposes of this Indenture, references to
(1) the Dollar Notes include any Additional Dollar Notes actually issued, (2) the Euro






50









 







Notes include any Additional Euro Notes actually issued and (3) the Notes include any
Additional Notes actually issued.




          SECTION 2.02. Form and Dating. Provisions relating to the Notes and the Exchange
Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part
of this Indenture. The (i) Notes and the Trustee’s certificate of authentication and (ii) any
Additional Notes (if issued as Transfer Restricted Securities) and the Trustee’s certificate of
authentication shall each be substantially in the forms of Exhibit A and B hereto, as applicable,
which is hereby incorporated in and expressly made a part of this Indenture. The Exchange
Securities shall be in substantially the forms of Exhibit A and B hereto, as applicable, except
that the Exchange Securities shall not contain the “Restricted Securities Legend”, as set forth in
Exhibit A and Exhibit B hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule, agreements to which any Issuer or any 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 Note shall be dated the date of its authentication. The Euro Notes shall be
issuable only in registered form without interest coupons and in minimum denominations of €50,000
and integral multiples of €1,000 in excess thereof. The Dollar 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 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 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 Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding 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 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) Dollar Notes for
original issue on the date hereof in an aggregate principal amount of $1,125,000,000, (b) Euro
Notes for original issue on the date hereof in an aggregate principal amount of €450,000,000 and
(b) subject to the terms of this Indenture, Additional 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 Notes to be authenticated and the date on which the original issue of Notes is to be
authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, any
issuance of Additional Dollar 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 and any issuance of Additional Euro
Notes after the Issue Date shall be in a principal amount of at least €50,000 and integral
multiples of €1,000 in excess thereof.







51









 








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




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




          Prior to authentication of the 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.




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




          The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers
to authenticate the 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 Notes whenever the Trustee may do so.
Each reference in this 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 and Paying Agent. (a) The Issuers shall maintain (i) one
or more paying agents (each, a “Paying Agent”) for the 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”), in each case where Notes may be presented for payment
(ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (each, a “Transfer
Agent”) in (A) New York, NY where the 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.
The initial Transfer Agents 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 Notes outstanding from time to time and the Transfer Agents in New York
shall facilitate transfers of Definitive Securities on behalf of the Issuers. Each 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 Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuers shall notify the Trustee of the name and address
of any such Agent. If the Issuers fails 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






52









 







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.




          (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 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 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 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 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, 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 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 Notes shall be issued in registered form
and shall be transferable only upon the surrender of a Note for registration of transfer and in
compliance with Appendix A. When a 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






53









 







are met. To permit registration of transfers and exchanges, the Issuers shall execute and the
Trustee shall authenticate Notes at the Registrar’s request. The Issuers may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges in connection with any
transfer or exchange pursuant to this Section. The Issuers shall not be required to make, and the
Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in
the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes
for a period of 15 days before a selection of Notes to be redeemed.




          Prior to registration of transfer of any Note, the Issuers, the Note Guarantors, the Trustee,
the Paying Agents, the Transfer Agents and the Registrar may deem and treat the Person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether
or not such Note is overdue, and none of the Issuers, any Note Guarantor, the Trustee, the Paying
Agents, the Transfer Agents 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 Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.




          SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered to the Registrar
or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Issuers shall issue and the Trustee shall authenticate a replacement 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 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 Agents and the Registrar from any loss that any of them may suffer if a Note is replaced.
The Issuers, the Registrar and the Trustee may charge the Holder for their expenses in replacing a
Note (including attorneys’ fees and disbursements in replacing such Note). In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and
payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.




          Every replacement Note is an additional obligation of the Issuers.







54









 








          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 Notes.




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




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




          If a Paying Agent holds, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all principal and interest payable on that date with respect to the
Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the terms of this
Indenture, the First Lien Intercreditor Agreement or the Existing Intercreditor Agreement (or if
applicable, any Additional Intercreditor Agreement), then on and after that date such Notes (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.




          SECTION 2.10. Temporary Notes. In the event that Definitive Securities are to be
issued under the terms of this Indenture, until such Definitive Securities are ready for delivery,
the Issuers may prepare and the Trustee or an agent thereof shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Securities but may have variations
that the Issuers consider appropriate for temporary 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 Notes
upon surrender of such temporary Notes at the office or agency of the Issuers, without charge to
the Holder. Until such exchange, temporary 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 Notes to the
Registrar for cancellation. Each Paying Agent shall forward to the Registrar any Notes surrendered
to them for registration of transfer, exchange or payment. The Registrar and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures upon receipt of written
instructions from the Issuers. The Issuers may not issue new Notes to replace Notes it has
redeemed, paid or delivered to the Registrar for cancellation. The Trustee shall not authenticate
Notes in place of canceled Notes other than pursuant to the terms of this Indenture.




          SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on
the Notes, the Issuers shall pay the defaulted interest then borne by the Notes (plus interest on






55









 







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, Common Codes, ISINs, etc. The Issuers in issuing the Notes may
use CUSIPs, ISINs and Common Codes, as applicable and, if so, the Trustee shall use CUSIPs, ISINs
and Common Codes, 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 Notes or as contained in any notice of a redemption, that
reliance may be placed only on the other identification numbers printed on the 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, ISINs and Common Codes.




          SECTION 2.14. Calculation of Principal Amount of Notes. The aggregate principal
amount of the Notes, at any date of determination, shall be the principal amount of the 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 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 Notes, the Holders of which have so
consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes
then outstanding, in each case, as determined in accordance with the preceding sentence, Section
2.09 and Section 13.05 of this 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 Note Guarantor under or in connection with
the Dollar Notes, including damages. Any amount with respect to the Dollar 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 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 Note Guarantor will only constitute a
discharge to the Issuers or any Note Guarantor to the extent of the US Dollar amount which 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 Dollar Note, BP I, BP II, the Issuers and any Note Guarantor
will indemnify such recipient against any loss sustained by it as a result. In any event, BP I, BP
II, the Issuers and any Note Guarantor will indemnify the recipient 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 Dollar Note or the Trustee to






56









 







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 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 Dollar 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 Dollar Note or to the Trustee.




          The euro is the sole currency of account and payment for all sums payable by BP I, BP II, the
Issuers or any Note Guarantor under or in connection with the Euro Notes, including damages. Any
amount with respect to the Euro Notes received or recovered in a currency other than euro, 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 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 Note Guarantor will only constitute a discharge to the Issuers or any Note Guarantor to the
extent of the euro amount which 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 euro amount is less than the euro amount expressed to be due to the recipient or the
Trustee under any Euro Note, BP I, BP II, the Issuers and any Note Guarantor will indemnify such
recipient against any loss sustained by it as a result. In any event, BP I, BP II, the Issuers and
any Note Guarantor will indemnify the recipient 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 Euro 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 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 Euro 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 Euro Note or to the Trustee.




          Except as otherwise specifically set forth herein, 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.




ARTICLE III




Redemption



          SECTION 3.01. Redemption. The 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 Dollar Note set forth in Exhibit A or the Form of Euro Note set forth in exhibit






57









 







B, as applicable, which are hereby incorporated by reference and made a part of this
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 Notes at the
election of the Issuers or otherwise, as permitted or required by the Notes or any provision of
this Indenture, shall be made in accordance with such provision and this Article.




          SECTION 3.03. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to
the optional redemption provisions of Section 5 or the optional tax redemption provisions of
Section 6 of the form of Dollar Note or the form of Euro Note they shall notify the Trustee in
writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date and the record date, (iii) the Notes and the principal amount thereof 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 the 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 Dollar Note or the form
of Euro Note prior to the publication or mailing of any notice of redemption of any series of 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 Dollar Note or the form of Euro 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 Notes to Be Redeemed. If less than all of the Dollar
Notes or Euro Notes are to be redeemed or are required to be repurchased at any time, the Trustee
will select Dollar Notes or Euro Notes, as the case may be, for redemption or repurchase on a pro
rata basis, to the extent practicable and in compliance with the requirements of DTC, Euroclear or
Clearstream, as applicable, and any stock exchange on which the applicable Notes are then admitted
to trading of which the Trustee shall have been notified in writing by the Issuers; provided,
however, that (1) no Dollar 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 and (2) no Euro Note
of €50,000 in aggregate principal amount or less, or other than in an integral multiple of €1,000
in excess thereof, shall be redeemed in part.







58









 








          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 Dollar Note
or the form of Euro 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, Euroclear or Clearstream procedures, as applicable), a notice of redemption to
each Holder whose 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.




          Any such notice shall identify the 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 Notes called for redemption must be surrendered to the Paying Agent to
collect the redemption price, plus accrued interest;




          (v) if fewer than all the outstanding Notes are to be redeemed, the certificate
numbers and principal amounts of the particular Notes to be redeemed, the aggregate
principal amount of Notes to be redeemed and the aggregate principal amount of 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
Indenture, interest on Notes (or a portion thereof) called for redemption ceases to
accrue on and after the redemption date;




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




          (viii) the CUSIP, ISIN and/or the Common Code, if any, printed on the 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
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 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.







59









 








          (c) If any Note is to be redeemed in part only, the notice of redemption that relates to that
Note shall state the portion of the principal amount thereof to be redeemed. In the case of a
Definitive Registered Note, a new Note in currency and in principal amount equal to the unredeemed
portion of the original Note will be issued in the name of the secured noteholder thereof upon
cancellation of the original Note. In the case of a Global Note, an appropriate notation will be
made on such 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, Notes called for
redemption become due on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.




          SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is delivered
in accordance with Section 3.05, 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 Notes. Upon surrender to the
Paying Agent, such 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 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 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 Notes or portions thereof to be redeemed on that date other
than Notes or portions of 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 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 Notes to be redeemed. If any 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, 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 Notes and in Section 4.01.




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




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







60









 








          (b) in the case of a Global Security, the Registrar shall make an appropriate notation on
such 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, (i) if the
conditions to the release of the Escrow Funds (as set forth in Section 4(a)(ii)(A) of the Escrow
Agreement) are not satisfied on or prior to the Escrow Redemption Date, the Issuers shall redeem
all and not less than all of the Notes at the Escrow Redemption Price on such Escrow Redemption
Date, with notice of such redemption to be provided on such date to noteholders of record as of
such Escrow Redemption Date; provided, however, that for purposes of this Section 3.09, the 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) Concurrently with delivery to the Trustee of a written instruction directing it to
release the Escrow Funds pursuant to Section 4(b)(i) of the Escrow Agreement, the Issuers shall
deliver by first class mail a notice of the Special Mandatory Redemption to each noteholder. For
Global Securities which are held on behalf of DTC, Euroclear or Clearstream, notice of the Special
Mandatory Redemption may be given to DTC, Euroclear or Clearstream, as applicable, for
communication to entitled accountholders in substitution for the aforesaid mailing.




          (c) The notice of the Special Mandatory Redemption shall identify the Notes to be redeemed
and corresponding CUSIP, ISIN or Common Code numbers, as applicable and shall state:





          (i) the applicable clause in the Escrow Agreement pursuant to which the Issuers
are permitted or required to release the Escrow Funds to the Paying Agent;




          (ii) the redemption date and the redemption price; and




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



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




ARTICLE IV




Covenants



          SECTION 4.01. Payment of Notes. The Issuers shall promptly pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes and in this 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






61









 







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 Indenture.




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




          Wherever in this Indenture, the Notes or any 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
Notes,



     (3) interest, or



     (4) any other amount payable on or with respect to any of the Notes or any 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 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 Exchange Offer Registration Statement or the 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 (i) prior to the filing of the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be, such



62









 







report shall not be required to contain any certification required by any such
form or by law and (ii) with respect to the third fiscal quarter of 2009, RGHL and the
Issuers will only be required to provide the Required Financial Information (as defined
in Section 4.02(b)) for the third fiscal quarter of 2009; 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 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 Notes, in addition to providing such information to the
Trustee and the holders of the 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 Exchange Offer Registration Statement, or if the Exchange Offer Registration
Statement is not filed within the applicable time limits pursuant to the Registration
Rights Agreement, the 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
Exchange Offer Registration Statement, or if the Exchange Offer Registration Statement
is not filed within the applicable time limits pursuant to the Registration Rights
Agreement, the Shelf Registration Statement, but prior to the effectiveness of the
Exchange Offer Registration Statement or Shelf Registration Statement, by publicly
filing with the SEC the Exchange Offer Registration Statement or 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 secured noteholders with such Registration Statement
(and amendments thereto) promptly following the filing with the SEC thereof.



63









 





          (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 Senior Note Indenture or the Senior Subordinated Note
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 secured noteholders information substantially equivalent to the Required Financial
Information as if their obligations to provide such information under the Senior Note Indenture and
Senior Subordinated Note 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 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 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 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 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 Note Guarantors
shall not exceed €10.0 million at any one time outstanding.




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







64









 









          (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) $1,035 million of term loan facilities, plus (2)
€250 million of term loan facilities, plus (C) $120 million of revolving credit
facilities and ancillary facilities that relate to revolving credit facilities, plus
(D) €80 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 €40.0 million;




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




          (iii) Indebtedness existing on the Issue Date (other than Indebtedness described
in clauses (i) and (ii) of this Section 4.03(b));




          (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 the greater of €50.0 million and 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 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;




65












 






          (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 Issuers or a 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 Notes or the obligations of BP I under its 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 Note Guarantor Incurs
such Indebtedness to a Restricted Subsidiary that is not one of the Issuers or a 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 Note Guarantee of such
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 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;



66









 






          (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 violation of the terms of this Indenture 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 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 Notes then
outstanding were instead due on such date one year following the last date of
maturity of the 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 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 Notes;




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




          (D) does not include (1) Indebtedness of BP I, BP II or a Restricted
Subsidiary that is not one of the Issuers or a Note Guarantor that refinances,
refunds or defeases Indebtedness of BP I, BP II, any Issuer or any Note Guarantor,
or



67









 






(2) Indebtedness of BP I, BP II or a Restricted Subsidiary that refinances, refunds
or defeases Indebtedness of an Unrestricted 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 the greater of €15.0 million and 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 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



68









 






Incurred pursuant to this clause (xxi), does not exceed the greater of €100.0
million and 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;



69









 






          (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
€85.0 million; and




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




To the extent any Indebtedness is Incurred pursuant to Section 4.04(a) or as Permitted
Debt and the use of proceeds of such Indebtedness is to refund, refinance, replace or
defease the Senior Notes or the Senior Subordinated Notes, then with respect to such
Indebtedness so Incurred, (A) the Weighted Average Life to Maturity at the time such
Indebtedness is Incurred shall not be less than the shorter of (1) the remaining
Weighted Average Life to Maturity of the Senior Notes or Senior Subordinated Notes, as
applicable, being refunded, refinanced or defeased and (2) the Weighted Average Life to
Maturity that would result if all payments of principal on the Senior Notes or Senior
Subordinated Notes, as applicable, being refunded or refinanced that were due on or
after the date one year following the last maturity date of any Notes then outstanding
were instead due on such date one year following the last date of maturity of the Notes
(provided that any Indebtedness Incurred in reliance on this subclause (A)(2) does not
provide for any scheduled principal payments prior to the maturity date of the Notes in
excess of, or prior to, the scheduled principal payments due prior to such maturity for
the Senior Notes or Senior Subordinated Notes, as applicable, being refunded,
refinanced, replaced or defeased); (B) the Stated Maturity shall not be earlier than
the earlier of (1) the Stated Maturity of the Indebtedness being refunded, refinanced,
replaced or defeased or (2) 91 days following the maturity date of the Notes; (C) that
refinances (1) the Senior Notes, such Indebtedness Incurred by the Issuers or any Note
Guarantor is junior to the Note Guarantee of such Note Guarantor and (2) the Senior
Subordinated Notes, such Indebtedness is junior to the Notes or the Note Guarantee of
the Issuers or Note Guarantor, as applicable.



          (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) all 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 and
(y) 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



70









 






     (2) 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).



          (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, 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.



          (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, 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 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



71









 




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 First Lien Obligations will
not be deemed to be subordinated because of the application of waterfall or other payment-ordering
or collateral-sharing provisions affecting such First Lien Obligations.




               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 of BP I,
BP II or any Note Guarantor, the Senior Notes or Senior Subordinated Notes (other than
the payment, redemption, repurchase, defeasance, acquisition or retirement of (A)
Subordinated Indebtedness (other than the Senior Notes or 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 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;



72









 






     (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);




     (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 Issue 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; and




     (4) if such Restricted Payment is for the redemption, repurchase, retirement or other
acquisition of any Senior Notes or Senior Subordinated Notes funded or otherwise made with,
directly or indirectly, the proceeds of, or in exchange for, any Indebtedness, Disqualified
Stock or Preferred Stock Incurred or issued pursuant to Section 4.03, the Senior Secured
First Lien Leverage Ratio of BP I and BP II on a combined consolidated basis after giving
effect to such Restricted Payment and any Indebtedness Incurred in connection therewith
would be no greater than 2.50 to 1.00.



          (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 Indenture;




     (ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity
Interests (“Retired Capital Stock”) or Subordinated Indebtedness 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 of BP I, BP II or any 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 Note Guarantor which is Incurred in accordance with Section 4.03 so long as:




     (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



73









 






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 Notes or the related 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 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 Notes then outstanding were
instead due on such date one year following the last date of maturity of the 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 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
€2.5 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 €5.0 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



74









 






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;




          (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 the greater of €25.0 million and 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;







75









 








          (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 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 Post-Closing
Reorganization and the payment of fees and expenses incurred in connection with the
Transactions and the Post-Closing Reorganization (including as a result of the cancellation
or vesting of outstanding options and other equity-based awards in connection therewith) as






76









 








described in the Offering Circular (including payments made pursuant to the Acquisition
Documents or the Reynolds Acquisition Documents, 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 pursuant to the provisions similar to those described under Sections 4.06 and
4.08; provided that all Notes tendered by holders of the Notes in connection with a Change
of Control or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired
for value in accordance with the terms of this 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 Indenture) and that all Notes tendered by holders in connection
with such Change of Control Offer have been repurchased, redeemed or acquired for value;




     (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; and




     (xxi) Restricted Payments in an aggregate amount not to exceed €100.0 million for the
redemption, repurchase, retirement or other acquisition of any Senior Notes or Senior
Subordinated Notes;


provided, however, that at the time of, and after giving effect to, (A) any Restricted Payment
permitted under clauses (x), (xi), (xx) and (xxi) of this Section 4.04(b), no Default shall have
occurred and be continuing or would occur as a consequence thereof and (B) any Restricted Payment
(other than pursuant to clause (xxi) Section 4.04(b)) for the redemption, repurchase, retirement or
other acquisition of any Senior Notes or Senior Subordinated Notes funded or






77









 







otherwise made with, directly or indirectly, the proceeds of, or in exchange for, any Indebtedness,
Disqualified Stock or Preferred Stock Incurred or issued pursuant to Section 4.03, the Senior
Secured First Lien Leverage Ratio of BP I and BP II on a combined consolidated basis after giving
effect to such Restricted Payment and any Indebtedness Incurred in connection therewith would be no
greater than 2.50 to 1.00.




          (c) As of the Issue Date, BP II does 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:





     (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 Senior Subordinated
Notes Indenture, the Existing Intercreditor Agreement and the Existing Notes Security
Documents;




     (2) this Indenture, the Notes (and guarantees thereof), the Security Documents, 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



78









 






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;




     (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 of this Indenture (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 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 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 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;



79









 






     (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
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 Notes or
any 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 the greater of €30.0 million
and 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),



80









 






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 Notes are repaid with the Net Proceeds of any Asset Sale,
the Issuers will equally and ratably reduce Obligations under the 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 and premiums, if any, the pro rata principal amount of Notes) or
(B) Obligations constituting Indebtedness of a Restricted Subsidiary of BP I that is
not an Issuer or a Note Guarantor, in the case of each of clauses (A) and (B), other
than Indebtedness owed to RGHL or its Affiliates;




          (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 Indenture. The Holders may
not have control of, or a perfected security interest in, Net Proceeds of any Collateral
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



81









 




immediately two preceding paragraphs (it being understood that any portion of such Net Proceeds
used to make an offer to purchase 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 Notes (and, at the option of the Issuers, to holders of any
First Lien Obligations of an Issuer or 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 Dollar Notes (and such First Lien Obligations and other
Indebtedness), that is at least $100,000 and an integral multiple of $1,000 and Euro Notes (and
such First Lien Obligations and other Indebtedness), that is at least €50,000 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 and premiums, 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 Indenture.
Any purchase of Dollar Notes and Euro Notes pursuant to any Asset Sale Offer or otherwise pursuant
to this Section 4.06 will be made on a pro rata basis (subject to applicable Euroclear, Clearstream
or DTC procedures, as applicable), based on the relative principal amount of each series of Notes.
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, Euroclear or Clearstream procedures, as applicable)
the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the
extent that the aggregate amount of 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 Notes (and such First Lien Obligations or other Indebtedness)
surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
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 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 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
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 Indenture by virtue thereof.



          (d) If more 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 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, Euroclear or Clearstream, as applicable, and any stock
exchange on which the Notes are then admitted to trading; provided that no Dollar Notes of



82









 




$100,000 or less shall be purchased in part and no Euro Notes of €50,000 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 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 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 Notes is
denominated in a currency other than the currency in which the relevant Notes are denominated, the
amount payable in respect of such Notes shall not exceed the net amount of funds in the currency in
which such 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, Euroclear or Clearstream procedures, as
applicable) at least 30 but not more than 60 days before the purchase date to each holder of Notes
at such holder’s registered address. If any Note is to be purchased in part only, any notice of
purchase that relates to such 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 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 €10.0 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 €20.0 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.



83









 






          (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
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
and advisory fees to Rank in an aggregate amount in any fiscal year not to exceed the
greater of €3.0 million and 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 the Offering Circular under the caption
“Shareholders and Related Party Transactions” 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;



84









 






          (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 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 Credit Agreement Documents, the First Lien
Intercreditor Agreement, the Existing 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 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
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 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 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 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;



85









 






          (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 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 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 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 Notes as described under Article III of this 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 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 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



86









 




consent under the agreements governing such Bank Indebtedness to permit the repurchase of the
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 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, Euroclear or Clearstream
procedures, as applicable) 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 Notes at a repurchase 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 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 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 Note purchased shall be required to surrender the 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 Note which was delivered for purchase by the Holder and a statement that
such Holder is withdrawing his election to have such 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, the Issuers will not be
required to make a Change of Control Offer upon a Change of Control if a third party makes



87









 




the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Issuers and purchases all 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 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 Notes so tendered;




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




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




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



          (h) The Paying Agent will promptly mail (or otherwise deliver in accordance with
applicable DTC, Euroclear or Clearstream procedures, as applicable) to each holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book entry) to each holder of Notes a new Note equal in
principal amount to the unpurchased portion of the Notes surrendered, if any; provided, however,
that each such new Dollar Note will be in a principal amount that is at least $100,000 and integral
multiples of $1,000 in excess thereof and each such new Euro Note will be in a principal amount
that is at least €50,000 and integral multiples of €1,000 in excess thereof.



          (i) [Reserved.]



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



88









 




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
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 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, 2009, 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 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. The Issuers also are required to
deliver to the Trustee (i) as soon as any of them become aware of the occurrence of an Event of
Default, written notice of the occurrence of such Event of Default referring to this Indenture and
the Section or Sections under which such Event of Default has occurred and (ii) within 30 days
after the occurrence thereof, written notice of any event which would constitute certain Defaults
referring to this Indenture and the Section or Sections under which such Event of Default has
occurred, their status and what action BP I, BP II or any Issuer is taking or proposes to take in
respect thereof.



          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 Indenture (including upon request of the
Trustee and/or Collateral Agent but without affirmative duty to do so).



          SECTION 4.11. Future Note Guarantors. (a) Each Restricted Subsidiary (unless such
Subsidiary is an Issuer, a Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or
in any other manner becomes liable with respect to (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 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 Notes; provided that notwithstanding the foregoing:




          (i) no 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;




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




          (iii) if such Indebtedness is by its terms expressly subordinated to the Notes or
any Note Guarantee, any such assumption, guarantee or other liability of such
Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such



89









 






Restricted Subsidiary’s Note Guarantee of the Notes at least to the same extent as
such Indebtedness is subordinated to the Notes or any other senior guarantee;




          (iv) no 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 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;




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




          (vi) no Note Guarantee shall be required from a US Controlled Foreign Subsidiary
or a Financial Assistance Restricted Subsidiary; and




          (vii) each such 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 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.



          (b) At any time the First Lien Obligations consist solely of the Notes and other Public Debt
that contains limitations similar to those set forth under Section 12.1(a)(i), (ii) and (iii), 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 Notes and any other First Lien Obligations consisting of Public Debt with
substantially similar limitations as those set forth under Section 12.1(a)(i), (ii) and (iii).



          SECTION 4.13. Foreign Subsidiaries. (a) Notwithstanding anything contained in
this Indenture to the contrary, neither US Issuer I nor US Issuer II, directly or indirectly, will
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;



90









 




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 or CSI Mexico LLC 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 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 Notes and
this 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 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 designates the corporate trust office of the Trustee or its Agent as
such office or agency of the Issuers in accordance with Section 2.04.



          SECTION 4.15. Withholding Taxes. (a) All payments made by any Issuer or any Note
Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or with respect
to the Notes or any Note Guarantee will be made free and clear of and 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 any
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 Payor
such that an exemption from U.S. federal withholding tax would apply to such payment if interest on
such Note 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



91









 






payment on the Notes or any 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 Notes or its 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 Notes or
any 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
Notes or the 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 Note or the receipt of any payment in respect thereof;




          (2) any Taxes that would not have been
so imposed or levied if the holder of the 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 Notes or any Note Guarantee;




          (4) any estate, inheritance, gift, sales, excise, transfer, personal property
or similar tax, assessment or other governmental charge;




92












 






     (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 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 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 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 Note
been the holder of the 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 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 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,
Euroclear or Clearstream, as applicable).




          (d) Wherever in this Indenture, the Notes or any 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 Notes, (iii) interest or (iv) any other amount payable on or with
respect to any of the Notes or any 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.







93









 








          (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 Notes, this Indenture, or any other
document or instrument in relation thereto (other than a transfer of the 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 this 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, as
promptly as reasonably practicable after the acquisition by the Issuers or any Note Guarantor of
any After-Acquired Collateral, the Issuers or such 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 Indenture relating to
the Collateral shall be deemed to relate to such After-Acquired Collateral to the same 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 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 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 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 Notes (including materially
impairing the lien priority of the 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






94









 







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:





     (A) 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




     (B) 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 Notes
created under the Security Documents so 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 Existing Notes. Except with the consent of the Holders of
a majority in outstanding aggregate principal amount of the Notes, BP II and the Obligors will not
amend the Senior Note Indenture, the Senior Subordinated Note Indenture, the notes and guarantees
in respect of the foregoing or the Existing Intercreditor Agreement if such amendment would result
in any of the following:




          (a) the principal obligor in respect of the Senior Notes and Senior Subordinated Notes not
being either RGHL or BP II;




          (b) (i) except as may be otherwise permitted under Section 4.11, any Restricted Subsidiary
other than a Note Guarantor or an Issuer guaranteeing the Senior Notes or Senior Subordinated Notes
or (ii) such guarantees not being subordinated to the Notes and Note Guarantees pursuant to the
Existing Intercreditor Agreement;




          (c) (i) the maturity date of the Senior Notes and Senior Subordinated Notes being earlier
than December 15, 2016 and June 15, 2017, respectively, or (ii) there being any scheduled
amortization of the Senior Notes or the Senior Subordinated Notes prior to such respective dates;




          (d) the interest (excluding default interest) or other current return (including any implied
return from issue discount or fees paid to the creditor) on the Senior Notes or Senior Subordinated
Notes exceeding (i) if a fixed rate, 12.5% per annum (including implied return from issue discount
or fees paid to the creditor) or (ii) if a floating rate, 12.5% per annum (calculated as the
aggregate of the maximum margin percentage per annum plus the relevant base rate at the time of
issuance plus any implied return from issue discount or fees paid to the creditor), as the case






95









 







may be; or the terms of the Senior Notes or 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 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 Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii)
being collectively referred to as a “Covenant Suspension Event”) 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 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 Indenture for any period of time as a result of the foregoing, and
on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their
Investment Grade Rating or downgrade the rating assigned to the 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 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 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.




          (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 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 Existing Intercreditor Agreement (or, in each case,
on terms not materially less favorable to the holders of the Notes), including containing
substantially the same terms with respect to enforcement and release of 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 Indenture, the First
Lien Intercreditor Agreement or the Existing Intercreditor Agreement.







96









 








          (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 Existing 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 any Existing Intercreditor Agreement or
Additional Intercreditor Agreement the addition of provisions relating to new Indebtedness ranking
junior in right of payment to the Notes), (iii) add parties to the First Lien Intercreditor
Agreement, the Existing Intercreditor Agreement or an Additional Intercreditor Agreement, including
Note Guarantors, or successors, including successor trustees or other Representatives, (iv) secure
the Notes (including Additional 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 Notes (including any Additional 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 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 Existing
Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the
holders representing a majority in aggregate principal amount of the Notes then outstanding, except
as otherwise permitted under Article IX of this 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 Indenture or the First Lien Intercreditor
Agreement, the Existing Intercreditor Agreement or any Additional Intercreditor Agreement.




          (c) Each secured noteholder, by accepting a Note, shall be deemed to have agreed to and
accepted the terms and conditions of the First Lien Intercreditor Agreement, the Existing
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 Existing 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, upon the consummation of the sale of the Original Notes, the Issuers shall (i) cause the
Initial Purchasers to deposit $1,110,318,750 and €444,127,500, representing the gross proceeds of
the Original Notes into the applicable Escrow Accounts with the Escrow Agent and (ii) deposit or
cause an affiliate to deposit $1,256,000 €500,000 into the applicable Escrow Accounts,
representing an amount equal to accrued and unpaid interest and premiums (if any) and accreted
original issue discount from the date hereof to, but excluding, the Escrow Redemption Date in
accordance with the Escrow Agreement.




          SECTION 4.22. Activities of the Issuers Prior to the Assumption.Notwithstanding
anything in this Indenture to the contrary, prior to the Assumption, the Issuers shall not engage
in any business activity or undertake any other activity, except (a) any activity relating to the
offering, sale or issuance of the Notes issued on the Issue Date and the incurrence






97









 







of Indebtedness represented by the Notes, (b) issuing membership interests to, and receiving
capital contributions from, RGHL or its Subsidiaries or any other equity-holder of such Issuer and
Incurring Subordinated Indebtedness solely for purposes of paying any Special Mandatory Redemption,
(c) performing their obligations in respect of the Notes under this Indenture and the Escrow
Agreement, (d) consummating the Assumption or redeeming the Notes on the Escrow Redemption Date, as
applicable and (e) conducting such other activities as are necessary or appropriate to carry out
the activities described above. Prior to the Assumption, the Issuers will not issue any
Indebtedness (other than Subordinated Indebtedness issued to Reynolds Group Holdings Inc. or the
Luxembourg Issuer to the extent necessary to fund amounts owed to Holders upon a Special Mandatory
Redemption) other than the Notes, own, hold or otherwise have any interest in any assets other than
the Escrow Account and cash or Cash Equivalents.




          SECTION 4.23. Assumption Supplemental Indenture. (a) Immediately prior to the
release of Escrow Funds pursuant to Section 4(a) of the Escrow Agreement, the US Issuer I, the US
Issuer II, the Luxembourg Issuer and the Note Guarantors shall execute the Assumption Supplemental
Indenture. Following the Escrow Release Date, all of the covenants set forth in Article IV (except
Sections 4.22 and 4.23) will be deemed to have been applicable to the US Issuer I, the US Issuer
II, the Luxembourg Issuer, the Note Guarantors and any of their applicable Subsidiaries beginning
as of the Issue Date and, to the extent that the US Issuer I, the US Issuer II, the Luxembourg
Issuer, the Note Guarantors or any of their applicable Subsidiaries took any action or inaction
after the Issue Date and prior to the Escrow Release Date prohibited by this Indenture, the US
Issuer I, the US Issuer II and the Luxembourg Issuer will be in Default hereunder as of the Escrow
Release Date and the terms and provisions of Article VI of this Indenture shall apply.




          (b) On and following the Escrow Release Date, all restrictive covenants will be deemed to
have been applicable to the Issuers, RGHL, BP I, BP II, and the other Note Guarantors, as
applicable, beginning on the Issue Date and, to the extent that the Issuers, RGHL, BP I, BP II or
the other Note Guarantors took any action or inaction after the Issue Date and prior to the Escrow
Release Date that is prohibited by this Indenture, the Issuers will be in Default as of the Escrow
Release Date. However, if the Escrow Release Date does not occur, the covenants of the Indenture
will not apply to the US Issuer I, the US Issuer II, the Luxembourg Issuer, RGHL, BP I, BP II or
the other Note Guarantors, notwithstanding anything herein to the contrary.




          SECTION 4.24. Designation of Notes. BP II will designate the Notes and the Note
Guarantees as “Designated Senior Indebtedness” and this Indenture as included in the definition of
“Credit Agreement” for all purposes of the Senior Note Indenture, the Senior Subordinated Notes
Indenture and the Existing Intercreditor Agreement. Each Issuer at all times will have the same
fiscal year as BP I and BP II and RGHL.




          SECTION 4.25. Certain Country Limitations (a) Within 60 days from the date any
Subsidiary incorporated or otherwise organized in Thailand (a “Thai Guarantor”) becomes a Note
Guarantor, the relevant Thai Guarantor shall apply to the Bank of Thailand for in-principle
approval for the remittance of any foreign currency sum from Thailand to the Holders and the
Trustee pursuant to such Thai Guarantor’s obligation of payment under the Note Guarantee. The
relevant Thai Guarantor shall provide evidence that such application has been submitted to the






98









 







Bank of Thailand seeking its in-principle approval for such remittance and such Thai Guarantor
must use commercially reasonable efforts to obtain such Bank of Thailand approval. In respect of
any in-principle approval of the Bank of Thailand granted to any Thai Guarantor, the relevant Thai
Guarantor agrees to: (when it is required to remit the foreign currency sum pursuant to its
obligation of payment under the 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 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 applicable Note Guarantee are outstanding; and (iii)
comply with the conditions set out in the final approval (if any) to allow such Thai Guarantor to
remit the approved foreign currency sum (to the fullest extent) for the payment under the Note
Guarantee.




          (b) The Issuers will use the proceeds of the Notes only for the purposes specified in the
section of the Offering Circular entitled “USE OF PROCEEDS”. The 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) SIG Combibloc GmbH shall enter into a domination agreement (Beherrschungsvertrag) as
dominated entity (beherrschtes Unternehmen) with its shareholder as dominating entity (herrschendes
Unternehmen) and shall file such domination agreement to the competent commercial register
(Handelsregister) including of each dominated entity within 45 days following the Issue Date (or
such later date as permitted by the Trustee in its sole discretion).





          (ii) Each Note Guarantor organized in Germany and each other 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
Note Guarantor organized in Germany as dominated entity (beherrschtes Unternehmen) under a
Domination Agreement that leads to such Note Guarantor ceasing to be a 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)



99









 







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(b)(i) of the Senior Secured Credit Facilities.




          (iii) None of the Issuers or the 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(b)(i) of the Senior Secured Credit Facilities,
and none of the Issuers or the Note Guarantors shall take any action that would cause the
Administrative Agent (under and as 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(b)(i) of the Senior Secured Credit Facilities, such
Domination Agreement;




          (iv) No 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).



ARTICLE V




Successor Company



          SECTION 5.01. When the Issuers, BP I or BP II May Merge or Transfer Assets. (a)
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 Notes is a corporation;



100









 






          (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 Note Guarantee (if applicable), this Indenture, the First Lien
Intercreditor Agreement, the Existing 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 Note Guarantor, unless it
is the other party to the transactions described above, shall have by supplemental
indenture confirmed that its obligations under this Indenture, Notes, Note Guarantee,
the Security Documents, First Lien Intercreditor Agreement and Existing Intercreditor
Agreement, as applicable, shall apply to such Person’s obligations under this
Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement
and Existing Intercreditor Agreement; 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 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






101









 







US Issuer I, the US Issuer II or the Luxembourg Issuer, as applicable, under the applicable
Note Guarantee (if applicable), this Indenture, the applicable Security Documents, the First Lien
Intercreditor Agreement and Existing Intercreditor Agreement, 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 Note Guarantee, this Indenture, the
applicable Security Documents, the First Lien Intercreditor Agreement and Existing Intercreditor
Agreement. 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 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 release of a Note Guarantee upon
the sale or disposition of a Restricted Subsidiary that is a Note Guarantor), no Note Guarantor
(other than RGHL) will, and BP I and BP II will not permit any Note Guarantor (other than RGHL) to,
consolidate, amalgamate or merge with or into or wind-up into (whether or not such 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 Note Guarantor is the surviving Person or the Person formed by
or surviving any such consolidation, amalgamation or merger (if other than such 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 Note Guarantor or such
Person, as the case may be, being herein called the “Successor Note Guarantor”), and
the Successor Note Guarantor (if other than such Note Guarantor) expressly assumes all
the obligations of such Note Guarantor under this Indenture, the relevant Security
Documents, the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement
and such Note Guarantor’s 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 Note Guarantor (if other than such Note Guarantor) shall have
delivered or caused to be delivered to the Trustee an Officers’ Certificate and an



102









 







Opinion of Counsel, each stating that such consolidation, amalgamation, merger or
transfer and such supplemental indenture (if any) comply with this Indenture.



          Except as otherwise provided in this Indenture, in a transaction to which Section
5.01(b)(1)(A) applies, the Successor Note Guarantor (if other than such Note Guarantor) will
succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note
Guarantor’s Note Guarantee, and such Note Guarantor will automatically be released and discharged
from its obligations under this Indenture and such Note Guarantor’s Note Guarantee.
Notwithstanding the foregoing, (A) a Note Guarantor may merge, amalgamate or consolidate with an
Affiliate incorporated solely for the purpose of reincorporating such 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, the District of Columbia, or any state or territory thereof, so long as
the amount of Indebtedness of the Note Guarantor is not increased thereby, and (B) a Note Guarantor
may merge, amalgamate or consolidate with another Note Guarantor, an Issuer, BP I or BP II.




          In addition, notwithstanding the foregoing, any 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 Note Guarantor or (y) any Restricted Subsidiary that is not a 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 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 Note Guarantor, any Collateral
subject to security interests in favor of the Notes will be automatically released from such
security interests and the 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 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 Note when
due at its Stated Maturity, upon optional redemption, upon required 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;



103









 






     (c) BP I, BP II, the Issuers (but only prior to the Assumption) or any Restricted
Subsidiaries fails to comply with its obligations under Sections 4.13(a), 5.01, 4.22 or with
any obligation in 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 Notes or this Indenture (other than a failure to
purchase 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 €20.0 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;




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 €20.0 million or its foreign currency equivalent (net of any



104









 







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 Note Guarantee of RGHL, BP I or a Significant Subsidiary (or any Note Guarantee
of one or more 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 Indenture or the First Lien Intercreditor Agreement) or BP I, BP II or any
Note Guarantor that qualifies as a Significant Subsidiary (or one or more Note Guarantors
that collectively would represent a Significant Subsidiary) denies or disaffirms its
obligations under this Indenture or any 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 Indenture for any reason other than the satisfaction in full of all
obligations under this Indenture and discharge of this Indenture or in accordance with the
terms of the First Lien Intercreditor Agreement, the Existing Intercreditor Agreement or any
Additional Intercreditor Agreement or as provided under Section 12.06 above 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 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 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.



          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-






105









 







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 Notes) shall
not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of
outstanding 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 certain Defaults, their 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 Sections 4.13(a)) occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of outstanding 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 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 the 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 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 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.




          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
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 Notes as described above be annulled,
waived or rescinded upon the happening of any such events.







106









 








          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 Notes or to enforce the performance of any provision of the Notes or this
Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the 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 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 Note, (b) a
Default arising from the failure to redeem or purchase any Note when required pursuant to the terms
of this 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 Notes. When a Default is waived, it is deemed cured and the Issuers, the
Note Guarantors, the Trustee and the Holders shall be restored to their former positions and rights
under this 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 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 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 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.




          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 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 Indenture or the
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 Notes have
requested the Trustee to pursue the remedy,



107









 






          (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 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 Indenture but subject to the terms of the Existing Intercreditor Agreement, the
First Lien Intercreditor Agreement or any Additional Intercreditor Agreement, the right of any
Holder to receive payment of principal of and interest on the Notes held by such Holder, on or
after the respective due dates expressed or provided for in the 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 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 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 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 Note Guarantor, their creditors or their property, shall be
entitled to participate as a member, voting or otherwise, 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






108









 







authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the 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 to the Existing Intercreditor Agreement, and the
First Lien 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 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 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 Note Guarantor, to
holders of Subordinated Indebtedness of such Note Guarantor; and




     FOURTH: to the Issuers or, to the extent the Trustee collects any amount for any Note
Guarantor, to such Note Guarantor.



          The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section 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 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 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 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 Notes.




          SECTION 6.12. Waiver of Stay or Extension Laws. Neither of the Issuers, BP I or any
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 Indenture; and the Issuers, BP I and each 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.







109









 








          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 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 Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee (it being agreed that the permissive
right of the Trustee to do things enumerated in this 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 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 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



110









 






          (iv) no provision of this 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 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 Indenture and
the 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 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.







111









 








          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security 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,
including without limitation its right to be indemnified and all other rights provided under this
Article VII, are extended to, and shall be enforceable by, 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 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 Indenture.




          (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this
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 Note shall be conclusive and
binding upon future Holders of Notes and upon 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 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 Indenture unless otherwise notified to it in writing.
Delivery of reports, 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 Indenture or under applicable law or regulation with respect to any transfer, exchange,
redemption, purchase or repurchase, as applicable, of any interest in any 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 Indenture or the 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 Guarantor or any Subsidiary or any other Person.




          (o) The Issuers shall deliver no later than the date of execution of this 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 Indenture, which Officers’
Certificate may






112









 







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 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 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 Indenture, any Note Guarantee or the
Notes, it shall not be accountable for the Issuers’ or BP I’s use of the proceeds from the Notes,
and it shall not be responsible for any statement of the Issuers, BP I or any Note Guarantor in
this Indenture or in any document issued in connection with the sale of the Notes or in the 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 the Indenture
and the applicable section of 6.01 hereof in accordance with Section 13.02 hereof from the Issuers,
BP I, any Note Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts
solely as Trustee for the Holders of the Notes and not in its individual capacity and all persons,
including the Holders of Notes and the Issuers having any claim against the Trustee arising from
this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment
except as otherwise provided herein.







113









 








          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, Euroclear or Clearstream procedures, as applicable) to each record holder of 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 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 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, 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
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 Indenture or Note Guarantee against the Issuers, BP I or a Note
Guarantor (including this Section 7.07) and defending itself against or investigating any claim
(whether (i) asserted by the Issuers, BP I, any Note Guarantor, any Holder or any other Person or
(ii) with respect to any action taken by the Trustee under the Existing Intercreditor Agreement,
the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other
agreement referenced herein). The obligation to pay such amounts shall survive the payment in full
or defeasance of the Notes or the removal or resignation of the Trustee or 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 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 Note Guarantors, as applicable, shall pay the fees
and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any
loss, liability or expense incurred by an indemnified party solely through such party’s own willful
misconduct, negligence or bad faith.




          (b) To secure the payment obligations of the Issuers, BP I and the other Note Guarantors in
this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held to pay principal of and interest on
particular Notes.







114









 








          (c) The Issuers’ and the Note Guarantors’ payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or termination of this
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 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.




          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 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 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 Existing 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
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 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






115









 







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 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.




          (f) Notwithstanding the replacement of the Trustee pursuant to this Section, 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 Indenture any of the 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 Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Trustee may
authenticate such 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 Notes or in this 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 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 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 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 Notes; Defeasance. This Indenture shall be
discharged and shall cease to be of further effect (except as to surviving rights of registration
of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all
outstanding Notes when:







116









 









     (a) either (i) all the Notes theretofore authenticated and delivered (except lost,
stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money
has theretofore been deposited in 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 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 Notes not theretofore delivered to the Trustee for cancellation, for
principal of, premium, if any, and interest on the 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 Note Guarantors have paid all other sums payable
under this 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 Indenture relating to the
satisfaction and discharge of this 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, 7.07, 7.08 and in this Article VIII shall
survive until the Notes have been paid in full. Thereafter, the Issuers’ BP I’s or BP II’s
obligations in Sections 7.07, 8.05 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 Notes and this Indenture (with respect to such 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 and 4.25(a) 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), 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
Notes and this Indenture (with respect to such Notes) by exercising their legal defeasance option
or their covenant defeasance option, each Note Guarantor will be released from all of its
obligations with respect to its Note Guarantee and the Issuers and each Note Guarantor will be
released from all of its obligations under the Security Documents with respect to the Notes or Note
Guarantees, as applicable.




          If the Issuers exercise their legal defeasance option, payment of the 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 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 to Significant






117









 







Subsidiaries only), 6.01(g) (with respect to Significant Subsidiaries only), 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 (with
respect to the Dollar Notes) and euro or European Government Obligations (with respect
to the Euro Notes), 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 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, euro or European Government Obligations, as applicable, 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 Notes
to maturity or redemption, as the case may be;




          (iii) 90 days pass after the deposit is made and during the 123-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 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 Notes not theretofore delivered to the Trustee for
cancellation have become due and payable;




          (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



118









 







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 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 Notes at a future date in accordance with Article III.




          SECTION 8.03. Application of Trust Money. The Trustee shall hold money or deposited
with it pursuant to this Article VIII. It shall apply the deposited money through each Paying
Agent and in accordance with this Indenture to the payment of principal of and interest on the
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’ obligations under this Indenture and the 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 the Issuers have made
any payment of principal of or interest on, any such Notes because of the reinstatement of its
obligations, the Issuers shall be subrogated to the rights of the Holders of such 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 Indenture, the Notes, the First Lien Intercreditor






119









 







Agreement, the Existing Intercreditor Agreement and 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 Indenture (including, without
limitation, the release of any Note Guarantees or security interest in any Collateral
in accordance with the terms of Sections 10.06 (with respect to the 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 Indenture and the Notes, to provide for the assumption by Midco
of the obligations of RGHL under this Indenture and the Notes or to provide for the
assumption by a Successor Note Guarantor of the obligations of a Note Guarantor under
this Indenture and its Note Guarantee;




          (v) to provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the uncertificated
Notes are described in Section 163(f)(2)(B) of the Code);




          (vi) to add a Note Guarantee with respect to the Notes;




          (vii) to add assets to the Collateral;




          (viii) to release Collateral from any Lien pursuant to this Indenture, the First
Lien Intercreditor Agreement, the Existing Intercreditor Agreement, any Additional
Intercreditor Agreement and the applicable Security Documents when permitted or
required by this Indenture, the First Lien Intercreditor Agreement, the Existing
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 or otherwise under this Indenture;




          (x) to add to the covenants of BP I, BP II or any 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
Indenture, the First Lien Intercreditor Agreement, the Existing Intercreditor
Agreement, any Additional Intercreditor Agreement and the applicable Security Documents
of a successor Trustee;




120












 






          (xiii) to provide for the accession of the Trustee to any instrument in
connection with the Notes;




          (xiv) to make certain changes to this Indenture to provide for the issuance of
Additional Notes; or




          (xv) to comply with any requirement of the SEC in connection with the
qualification of this 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, Euroclear or Clearstream procedures, as
applicable) 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 Note Guarantors,
the Trustee and the Collateral Agent may amend this Indenture, the Notes, the First Lien
Intercreditor Agreement, the Existing Intercreditor Agreement, Additional Intercreditor Agreements
and the Security Documents with the consent of the holders of a majority in principal amount of the
Notes then outstanding (including consents obtained in connection with a tender offer or exchange
for the 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 Notes then outstanding; provided,
however, that without the consent of each holder of an outstanding Note affected, no amendment may,
among other things:




          (i) reduce the amount of Notes whose holders must consent to an amendment;




          (ii) reduce the rate of or extend the time for payment of interest on any Note;




          (iii) reduce the principal of or extend the Stated Maturity of any Note;




          (iv) reduce the premium or amount payable upon the redemption of any Note, change
the time at which any Note may be redeemed in accordance with Article III of this
Indenture or Sections 5 or 6 of the Notes;




          (v) make any Note payable in money other than that stated in such Note;




          (vi) expressly subordinate the Notes or any Note Guarantee to any other
Indebtedness of any Issuer, BP I or any Note Guarantor not otherwise permitted by this
Indenture;




          (vii) impair the right of any holder to receive payment of principal of, premium,
if any, and interest on such holder’s Notes on or after the due dates therefor or to



121









 






institute suit for the enforcement of any payment on or with respect to such
holder’s 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
Existing Intercreditor Agreement or any Additional Intercreditor Agreement in any
manner adverse to the interests of the Holders in any material respect;




     (x) make any change in Section 4.15 of the Indenture or Section 7 of the 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 Notes or this 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 Note or any Note Guarantees 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) Without the consent of the holders of 90% in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or exchange offer
or exchange for the Notes), an amendment or waiver may not:




     (i) change the provisions applicable to the redemption of any 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 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 Notes),
no amendment or waiver may release from the Lien of this 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 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 Notes required by the
Trust Indenture Act (which consents may be obtained in connection with a tender offer or
exchange offer for the 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, Euroclear or Clearstream procedures, as
applicable) to the Holders a notice briefly describing such amendment. However,



122









 




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 Note shall bind the Holder and every subsequent Holder of
that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent or waiver is not made on the Note. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the 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 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 Notes of the requisite principal amount of 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.



          (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 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 Notes. If an amendment, supplement or
waiver changes the terms of a Note, the Issuers may require the Holder of the Note to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms
and return it to the Holder. Alternatively, if the Issuers or the Trustee so determines in
exchange for the Note, the Issuers shall issue and the Trustee shall authenticate a new Note that
reflects the changed terms. Failure to make the appropriate notation or to issue a new 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 Indenture and
that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers
and the Note Guarantors, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof.



123









 





          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 Indenture or the 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 Indenture. In the event the
Notes are registered with the SEC pursuant to the Registration Rights Agreement, the Trust
Indenture Act shall govern this Indenture.



ARTICLE X




Guarantees



          SECTION 10.01. Guarantees. (a) Subject to the Existing Intercreditor Agreement, the
First Lien Intercreditor Agreement and any Additional Intercreditor Agreement, each 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 Notes when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Issuers under this Indenture and
the Notes and (ii) the full and punctual performance within applicable grace periods of all other
obligations of the Issuers under this Indenture and the 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 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 Note Guarantor and that such Note Guarantor will remain bound under this Article X
notwithstanding any extension or renewal of any Guaranteed Obligation.



          (b) Each 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 Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.
The obligations of each 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 Note Guarantor) under this Indenture, the 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 Indenture, the 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 Note Guarantor.



124









 





          (c) Each Note Guarantor further agrees that its 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 Sections 8.01(b), 10.02 and 10.06, the obligations of
each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of 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 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 Indenture, the 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 Note Guarantor or would otherwise
operate as a discharge of such Note Guarantor as a matter of law or equity.



          (f) Each Note Guarantor further agrees that its 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 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 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 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 Note Guarantor’s 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 Note
Guarantor for the purposes of this Section 10.01.



125









 





          (i) Each 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.



          SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such 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
Note Guarantor and its successors and shall enure 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 Indenture
and in the Notes shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture. Each 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 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 Note Guarantor in any case shall entitle such Note Guarantor
to any other or further notice or demand in the same, similar or other circumstances.



          SECTION 10.06. Release of Note Guarantor. Subject to the First Lien Intercreditor
Agreement and the Existing Intercreditor Agreement, a Note Guarantee of a Note Guarantor will be
automatically released upon (x) receipt by the Trustee of a notification from BP I that such Note
Guarantee be released and (y) the occurrence of any of the following:



          (a) the consummation of any transaction permitted by this Indenture as a result of which such
Note Guarantor ceases to be a Restricted Subsidiary;



          (b) the release or discharge of the guarantee or other obligation by such Note Guarantor of
the Senior Secured Credit Facilities or such other guarantee or other obligation that



126









 




resulted in the creation of such Note Guarantee, except a release or discharge by or as a
result of payment under such guarantee;




          (c) BP I designating such 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 Indenture are otherwise
discharged in accordance with the terms of this Indenture; or



          (e) the transfer or sale of the equity interests of such 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 the immediately preceding paragraph, the
applicable Note Guarantor will be required to deliver to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating to the release have
been complied with.



          A Note Guarantee of a Note Guarantor also will be released as provided Section 5.01.



          SECTION 10.07. RGHL Release. RGHL will be released from its 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 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 Indenture, the Registration Rights Agreement, the Notes, the Security Documents to which RGHL
is a party, the First Lien Intercreditor Agreement and RGHL’s 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 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 Indenture.



          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 and the United Kingdom.



127









 





          (a) Notwithstanding any provision of this Indenture or any other Note Document, the
obligations of any Note Guarantor organized in The Netherlands (a “Dutch Guarantor”) expressed to
be assumed in this 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 Indenture and the
other 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 Indenture and the other Note Documents, to the extent that such obligations do
not constitute a violation of the Prohibition.



          (b) Notwithstanding any provision of this Indenture or any other Note Document, if the
obligations expressed to be assumed in this Indenture or any other Note Document are assumed by any
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 Indenture or the Note
Guarantee or under the Note Documents (including any restructuring of such Swiss
Guarantor’s rights of set-off and/or subrogation and its duties to subordinate claims)
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
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 Indenture; and



128









 






     (3) if such a deduction is made, not be obligated to gross-up pursuant
to Section 4.15 of this 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 Indenture and any of the provisions of
the Note Documents, any guarantee or indemnity given by or other obligation assumed by a Note
Guarantor organized in Austria (each an “Austrian Guarantor”) under Article X of this 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 (unbedignt,
unwiderruflich, über erste Anforderung und Verzicht auf alle Einwendungen). The obligation of any
Austrian Guarantor under this Indenture or any other 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 Indenture or any other 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 Secured
Parties. By way of example, should it be held that the security created under any Note
Document is contradicting Austrian capital maintenance rules in relation to any amount
of the secured obligations, the security created by the respective Note Document shall
be reduced to such an amount of the secured obligations which is permitted pursuant to
Austrian capital maintenance rules.



          (d) Each Note Guarantor incorporated or organized in Thailand irrevocably and unconditionally
waives any and all rights to avoid such Thai Guarantor’s obligations under its 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 Note
Guarantors have fully performed all their obligations under this 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 Note Guarantor
incorporated in Germany in the legal form of a limited liability company (Gesellschaft



129









 




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, Trustee and Collateral Agent shall be entitled to
enforce the Note Guarantee against the applicable German Guarantor without limitation
in respect of:




     (1) any and all amounts that are owed under the 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 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 (a) above, the secured
noteholders, the Trustee and the Collateral Agent shall not be entitled to enforce the
Note Guarantee against such German Guarantor if and to the extent that:




     (1) the 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 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 Agreement shall only be taken
into account if such increase has been effected with the prior written
consent of the Trustee.



130









 






     (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 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 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 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 Note Guarantee by the



131









 






Trustee, the applicable German Guarantor shall have confirmed in writing
to the Trustee (x) to what extent the Note Guarantee is an up-stream or
cross-stream Note Guarantee as described in Section 10.08(e)(ii)(1) and (y)
which amount of such up-stream or cross-stream 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 or
Trustee Secured Parties 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, Trustee and Collateral Agent, as
applicable shall be entitled to enforce the 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 Note Guarantee up to the amount which, according to
the Balance Sheet, can be enforced in compliance with the limitations set out in
paragraph Section 10.08(e)(ii). In relation to any additional amounts for which such
German Guarantor is liable under the 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 Guarantee was made).



132









 






     (vi) No reduction of the amount enforceable under this 10.08(e) will prejudice the
right of the noteholder, Trustee or Collateral Agent to continue enforcing the 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 Indenture or any other Note Document, the
obligations of Reynolds Consumer Product (Luxembourg) S.à r.l., Closure Systems International
(Luxembourg) S.à r.l. and SIG Finance (Luxembourg) S.à r.l. (together, the “Luxembourg Guarantors”)
under Section 10.01 of the Senior Secured Credit Facilities and Article X of this Indenture 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 an aggregate amount not exceeding the higher
of ninety percent (90%) of:




     (i) such Luxembourg Guarantor’s own funds (capitaux propres), as referred to in
article 34 of the Luxembourg law dated 19 December 2002 concerning the trade and
companies register and the accounting and annual accounts of undertakings (as at the
date of demand of payment under this Indenture, the “2002 Law”), increased by the
amount of any Luxembourg Intra-Group Liabilities (as defined below); and




     (ii) the Luxembourg Guarantor’s own funds (capitaux propres) as referred to in
article 34 of the 2002 Law as at the date of this Indenture, increased by the amount of
any Luxembourg Intra-Group Liabilities.




          The limitation set forth in this Section 10.08(f) shall not apply to any amounts
due by an Issuer or Note Guarantor which have been, directly or indirectly advanced to
such Luxembourg Guarantor or any of its subsidiaries.




          For purposes of this Section 10.08(f), the term “Luxembourg Intra-Group
Liabilities” means any amounts owed by the applicable Luxembourg Guarantor to RGHL and
any of its Subsidiaries.




          The obligations of Reynolds Consumer Products (Luxembourg) S.à r.l. and Closure
Systems International (Luxembourg) S.à r.l. under this Indenture shall not include any
obligation that, if incurred, would constitute a breach of the provisions on financial
assistance as defined by Article 49-6 of the Luxembourg law of 10 August 1915 on
commercial companies, as amended, to the extent applicable, at the date of this
Indenture to a Luxembourg Guarantor having the form of a private limited liability
company.



          (g) Any 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, requiring 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.



133









 





          (h) Any Note Guarantor organized in Mexico (each, a “Mexican Guarantor”) expressly
acknowledges that the 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 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 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.



          (i) Notwithstanding any other provision of this Indenture or any other Note Document, the
Note Guarantee of any 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).



          (j) Notwithstanding any other provision of this Indenture or any other Note Document, the
Note Guarantee given by any Subsidiary that becomes a 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 Supplemental Indenture.



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 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 “Existing 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 Existing 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 Existing Intercreditor



134









 




Agreement and (d) authorizes and instructs the Collateral Agent to enter into the First Lien Intercreditor
Agreement and the Existing Intercreditor Agreement as Collateral Agent and on behalf of such
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 Note Guarantors and the Collateral Agent shall, on the Escrow
Release Date, enter into the 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 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. All security interests in the Collateral for the Notes
and the 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 (other than BP I, for which BP I will provide separate financial
statements) will constitute Collateral with respect to the Notes only to the extent
that the securing of the Notes with such Capital Stock and securities would not require
such Note Guarantor to file separate financial statements with the SEC under Rule 3-16
of Regulation S-X under the Securities Act. 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) due to the fact that such Restricted Subsidiary’s Capital Stock and
securities secure the Notes or any 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 Notes in excess of the amount then pledged without the filing with the
SEC of separate financial statements of such 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



135









 






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 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 Indenture, the Existing 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 Existing
Intercreditor Agreement and by accepting a 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
Existing Intercreditor Agreement.



          (d) The Collateral Agent shall become party to the First Lien Intercreditor Agreement and the
Existing Intercreditor Agreement and by accepting a Note, each Holder thereof shall be deemed to
have irrevocably authorized the Collateral Agent to act as its agent and perform the duties and
exercise the rights, powers and discretions that are specifically given to it under the Existing
Intercreditor Agreement and the First Lien 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
Indenture and the Security Documents, with the priority contemplated by this Indenture and the
Security Documents, so as to render the same available for the security and benefit of this
Indenture and the 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 Indenture, the Existing 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 Indenture, the Existing
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



136









 




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 Indenture and the Security Documents shall be
subject to the Agreed Security Principles, the Existing Intercreditor Agreement and the First Lien
Intercreditor Agreement (and any Additional Intercreditor Agreement).



          SECTION 12.05. Determinations Relating to Collateral. Subject to the Existing
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 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 Indenture if such action is agreed to by Holders of a majority in principal
amount of outstanding Notes pursuant to Section 6.05.



          SECTION 12.06. Release of Collateral. (a) Subject to the First Lien Intercreditor
Agreement and the Existing Intercreditor Agreement, the Security Interests in the Collateral for
the benefit of the Notes shall be released:




          (i) upon payment in full of principal, interest and all other Obligations on the
Notes issued under this Indenture or discharge or defeasance thereof;




          (ii) to the extent a Note Guarantor would be and is so released pursuant Section
10.06(b).




          (iii) to enable the Issuers or a 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 Note Guarantor that is released from
its Note Guarantee with respect to the Notes, on the release of the Note Guarantee of
such Note Guarantor;



137









 






          (v) in the case of the property and assets of a specific Note Guarantor, such 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 Existing Notes Collateral in favor of the Senior Notes and
Senior Subordinated Notes will be released upon an enforcement action in accordance with the
Existing Intercreditor Agreement. In order to secure new Indebtedness (where such Indebtedness is
permitted under this 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 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 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



138









 




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 Indenture and the First Lien Intercreditor Agreement and Existing
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.



          SECTION 12.08. Collateral Agent. The Collateral Agent’s rights and obligations shall
be governed by the Existing Intercreditor Agreement, the First Lien Intercreditor Agreement, any
Additional Intercreditor Agreement and the Security Documents.



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 Note Guarantor:


Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: (64-9) 366 6263



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






139









 







Attn: International Corporate Trust

Fax: (212) 815-5366

catherine.donahue@bnymellon.com

lesley.daley@bnymellon.com



The Issuers, any 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 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.



          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
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
Indenture relating to the proposed action have been complied with; and




     (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 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



140









 






     (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 Notes Disregarded. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers or BP II, any 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 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 Notes which the Trustee knows are so owned shall be so disregarded. Subject to the
foregoing, only 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 INDENTURE AND THE 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 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 NOTES AND THIS
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 Note Guarantors will irrevocably and unconditionally: (a) submit itself and its property in
any legal action or proceeding relating to the 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) irrevocably designates and appoints the US Issuer II, at 160 Greentree
Drive, Suite 101, Dover, DE 19904, as its authorized agent upon



141









 




which process may be served in any action, suit or proceeding arising out of or relating to
the Indenture that may be instituted in any Federal or state court in the State of New York; and
(d) agrees 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 the 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 Note Guarantor,
will have any liability for any obligations of the Issuers under the Notes, this Indenture, or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
holder of Notes by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the 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 Note
Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the
Trustee, each Agent and the Collateral Agent in this Indenture shall bind its successors.



          SECTION 13.12. Multiple Originals. The parties may sign any number of copies of this
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 Indenture.



          SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this 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. Indenture Controls. If and to the extent that any provision of the
Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this
Indenture shall control.



          SECTION 13.15. Severability. In case any provision in this 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 Euro Notes each beneficial owner of a Euro Note agrees, assuming that the Escrow Release
occurs, to treat for U.S. federal income tax purposes all of the Euro Notes as debt of the
Luxembourg Issuer (or the sole owner of the Luxembourg Issuer) (from original issuance) and
interest payments on the Euro Notes as non-U.S. source interest. The Issuers agree, and by
acquiring an interest in the Dollar Notes each beneficial owner of a Dollar Note agrees, assuming
that the Escrow Release occurs, to treat for U.S. federal income tax purposes (i) approximately
$377,241,755 in principal amount of the Dollar Notes as debt of the Luxembourg Issuer (or the sole
owner of the Luxembourg Issuer) (from original issuance) and approximately $747,758,245



142









 




in principal amount of the Dollar Notes as debt of the sole owner of the US Issuers (from
original issuance) and (ii) interest payments on the portion of the Dollar Notes that is treated as
debt of the Luxembourg Issuer (or its sole owner) as non-U.S. source interest and interest payments
on the portion of the Dollar Notes that is treated as debt of the sole owner of the US Issuers as
U.S. source interest. Notwithstanding the foregoing, any Issuer or any other Payor may withhold
from any interest payment made on any 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 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 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 Indenture to pay stamp duty
in the Republic of Austria;




          (ii) a party to this 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 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 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 Note Guarantors shall indemnify the Trustee, Principal Paying
Agent, Transfer Agent, Registrar, Collateral Agent and each noteholder against



143









 






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 Indenture shall perform
their obligations under or in connection with the 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 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 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 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]






144









 








          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	REYNOLDS GROUP DL ESCROW INC.,

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	REYNOLDS GROUP ESCROW LLC,

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 



145









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Collateral Agent,

Registrar, Transfer Agent and Paying Agent in

London

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




146











 





APPENDIX A



PROVISIONS RELATING TO 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 this 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 Mellon Depository (Nominees) Limited, its
nominees and their respective successors.



          “Definitive Security” means a certificated Note (bearing the Restricted Securities Legend if
the transfer of such Note is restricted by applicable law) that does not include the Global
Securities Legend.



          “Exchange Securities” means (1) the 7.75% Senior Secured Notes Due 2016 issued pursuant to the
Indenture in connection with the Registered Exchange Offer pursuant to the Registration Rights
Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with
the SEC under the Securities Act.



          “Global Securities Legend” means the legend set forth under that caption in the applicable
Exhibit to this Indenture.



          “Purchase Agreement” means (a) the Purchase Agreement dated October 29, 2009, among the
Issuers and the Initial Purchasers and (b) any other similar Purchase Agreement relating to
Additional Notes.



          “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 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 Notes offered and sold to QIBs in reliance on Rule
144A.



          “Registered Exchange Offer” means the offer by the Company, pursuant to the Registration
Rights Agreement, to certain Holders of Original Notes, to issue and deliver to such



147









 




Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange
Securities registered under the Securities Act.




          “Shelf Registration Statement” means the registration statement, if any, filed by the Company
pursuant to the Registration Rights Agreement.



          “Transfer Restricted Securities” means Definitive Securities and any other 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 Securities
	 	 	2.1	(a)
	Regulation S Global Securities
	 	 	2.1	(a)
	Rule 144A Global Securities
	 	 	2.1	(a)






          2. The Notes.




          2.1 (a) Form and Dating; Global Securities. The Notes shall be offered and sold by
the Issuers pursuant to a Purchase Agreement. The 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. 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.
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 Security”); 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 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 Securities and the
Regulation S Global Securities in respect of the Dollar Notes shall be deposited on behalf of the
purchasers of the Dollar 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 this Indenture. The Rule
144A Global Securities and the Regulation S Global Securities in respect of the Euro Notes shall be
deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common
Depositary and registered in the name of the Common Depositary or a nominee of the Common
Depositary, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and
authenticated by the Trustee or the authentication agent as provided in this Indenture.




          Beneficial interests in a Regulation S Global Security may be exchanged for interests in a
Rule 144A Global Security if (1) such exchange occurs in connection with a transfer of Notes in
compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S
Global Security first delivers to the Registrar or a Transfer Agent a written certificate (in form
reasonably satisfactory to the Registrar or Transfer Agent) to the effect that the beneficial
interests in the Regulation S Global Security are being transferred to a Person (a)



148









 




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.




          Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes
delivery in the form of an interest in a Regulation S Global Security only if the transferor first
delivers to the Registrar or a Transfer Agent a written certificate (in the form provided in this
Indenture) 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).



          The Rule 144A Global Security and the Regulation S Global Security are collectively referred
to herein as the “Global Securities”. The aggregate principal amount of the Global 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 Notes. This Section 2.1(b) shall apply only to a Global
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 one Rule 144A Global Security in respect of
the Euro Notes and one Regulation S Global Security in respect of the Euro Notes, in each case that
(a) shall be registered in the name of the Common Depositary for such Global Security or its
nominee and (b) shall be delivered by the Trustee or authentication agent to such Common Depositary
or pursuant to such Common Depositary’s instructions.



          The Issuers shall execute and the Trustee or authentication agent shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one Rule 144A Global Security in respect of
the Dollar Notes and one Regulation S Global Security in respect of the Dollar 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, Euroclear and Clearstream (“Agent Members”) shall have no
rights under this Indenture with respect to any Global Security held on their behalf by the
custodian of DTC or the Common Depositary, as applicable, or under such Global 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 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, Euroclear or Clearstream or impair, as between DTC, Euroclear and
Clearstream and their Agent Members, the operation of customary practices of such governing the
exercise of the rights of a holder of a beneficial interest in any Global Security.



149









 





          (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or
2.4, owners of beneficial interests in Global 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
€450,000,000 aggregate principal amount of Global Securities in respect of the Euro Notes and
$1,125,000,000 aggregate principal amount of Global Securities in respect of the Dollar Notes and,
at any time and from time to time thereafter, the Trustee or the authentication agent shall
authenticate and deliver (i) Additional Notes for original issue in an aggregate principal amount
specified in such order and (ii) Exchange Securities for issue only in a Registered Exchange Offer,
pursuant to a Registration Rights Agreement, for a like principal amount of Original Notes, in each
case upon a written order of the Issuers signed by an Officer of the Issuers. Such order shall
specify the amount of the Notes to be authenticated and the date on which the original issue of
Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to
Section 2.01 of this Indenture after the Issue Date, shall certify that such issuance is in
compliance with Section 4.03 of this Indenture. The Trustee or the authentication agent shall
authenticate Additional Notes upon receipt of a written order of an Authentication Order relating
thereto.



     2.3 Transfer and Exchange.



          (a) Transfer and Exchange of Definitive Notes. 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:




     (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



150









 






     (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 Security. A Definitive Security may not be exchanged for a beneficial interest in a
Rule 144A Global Security or a Regulation S Global 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 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 Security (in the case of a transfer pursuant
to clause (b)(i)(A)) or a Regulation S Global Security (in the case of a transfer pursuant
to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes
represented by a Rule 144A Global Security or a Regulation S Global Security, as applicable,
such instructions to contain information regarding the transferor’s account details at DTC,
Euroclear or Clearstream, as applicable, 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
Notes represented by the applicable Rule 144A Global Security or the applicable Regulation S Global
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 Security or
the applicable Regulation S Global Security, as applicable, equal to the principal amount of the
Definitive Security so canceled. If no Rule 144A Global Security or Regulation S Global 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 Security or Regulation S Global
Security, as applicable, in the appropriate principal amount. The Registrar shall record the
exchange or transfer of a Definitive Security for an interest in a Global Security in accordance
with this Section 2.3(b) in the register maintained by it.




          (c) Transfer and Exchange of Global Securities.




     (i) The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Common Depositary in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the



151









 






procedures of DTC, Euroclear or Clearstream, as applicable, therefor. A transferor of
a beneficial interest in a Global Security shall deliver to the Registrar a written order,
given in accordance with DTC’s, Euroclear’s or Clearstream’s procedures, as applicable,
containing information regarding the participant account of DTC, Euroclear or Clearstream,
as applicable, to be credited with a beneficial interest in the Global 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 Security and to debit the account of the Person making the transfer of the
beneficial interest in the Global Security being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the Global
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
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 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 Security is exchanged for Definitive Securities
pursuant to Section 2.4 of this Appendix A, prior to the consummation of a Registered
Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such
Securities, such 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 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 Notes shall bear the legends set forth below.



          (i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the
Global Securities (and all Notes 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



152









 




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),



     (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.”1



     (ii) Each Definitive Security shall bear the following additional legends:





 




			
	1	 	Applicable to Regulation S Global Securities
only.




153









 










          “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 Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under
the Securities Act, the Registrar shall permit the transferee thereof to exchange such
Transfer Restricted Security for a certificated Note that does not bear the legend set
forth above and rescind any restriction on the transfer of such 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 Note).



     (iv) After a transfer of any Original Notes pursuant to and during the period of the
effectiveness of a Shelf Registration Statement with respect to such Original Notes, all
requirements pertaining to legends on such Original Note will cease to apply, the
requirements requiring any such Original Note issued to certain Holders be issued in global
form will cease to apply, and a certificated Original Note or an Original Note in global
form, in each case without restrictive transfer legends, will be available to the
transferee of the Holder of such Original Notes upon exchange of such transferring Holder’s
certificated Original Note or directions to transfer such Holder’s interest in the Global
Security, as applicable.



     (v) Upon the consummation of a Registered Exchange Offer with respect to the Original
Notes, all requirements pertaining to such Original Notes that Original Notes issued to
certain Holders be issued in global form will still apply with respect to Holders of such
Original Notes that do not exchange their Original Notes, and Exchange Securities in
certificated or global form, in each case without the restricted securities legend set
forth in Exhibits A and B hereto will be available to Holders that exchange such Original
Notes in such Registered Exchange Offer.



          (e) Cancellation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, redeemed,
repurchased or canceled, such Global 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 Security is exchanged for certificated Notes, redeemed, repurchased
or canceled, the principal amount of Notes represented by such Global Security shall be reduced and
an adjustment shall be made on the books and records of the Registrar with respect to such Global
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 Security, a member of, or a
participant in DTC, Euroclear or Clearstream, as applicable, or other Person with



154









 






respect to the accuracy of the records of DTC, Euroclear or Clearstream, as applicable,
or any nominee or of any participant or member thereof, with respect to any ownership
interest in the 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 Notes. All notices and communications to be
given to the Holders and all payments to be made to Holders under the 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
Security). The rights of beneficial owners in any Global 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, Euroclear or Clearstream, as applicable. 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 this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among participants in DTC,
Euroclear or Clearstream, members or beneficial owners in any Global 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 this 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 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 principal amount of such Global Security,
in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Issuers notify the Trustee in writing that DTC, Euroclear or Clearstream, as applicable,
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 Security and a successor
clearing system is not appointed by the Issuers within 120 days of such notice; (ii) DTC, Euroclear
or Clearstream so request following a Default under this Indenture (in which case such Notes may be
exchanged in whole but not in part); (iii) the owner of a book-entry interest requests such
exchange in writing delivered through DTC, Euroclear or Clearstream or the Issuers following an
Event of Default under this Indenture; or (iv) the Issuers, at its option, notifies the Trustee in
writing that it elects to issue Definitive Securities.



          (b) Any Global 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



155









 




authenticate and deliver, upon such transfer of each portion of such Global Security, an equal
aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a
Global Security in respect of the Euro Notes transferred pursuant to this Section 2.4 shall be
executed, authenticated and delivered only in minimum denominations of €50,000 and integral
multiples of €1,000 in excess thereof and registered in such names as the Common Depositary, shall
direct. Any portion of a Global Security in respect of the Dollar 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 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
or Exhibit B hereto.




          (c) Subject to the provisions of Sections 2.4(d) hereof, the registered Holder of a Global
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 this Indenture or the 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 this Indenture, the right of
any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial owner’s Notes as if such Definitive Securities had been
issued.



156









 





EXHIBIT A




[FORM OF FACE OF EURO NOTE]




[Global Securities Legend]



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK
S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME (“CLEARSTREAM”), 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 EUROCLEAR OR CLEARSTREAM (AND ANY
PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), 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 EUROCLEAR OR CLEARSTREAM 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 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),



          (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









 










[FORM OF EURO NOTE]




			
	No.
	 	€__________






7.75% Senior Secured Note due 2016




	 	 	 	 	 

	 

	 	 	 	Common Code

ISIN






          REYNOLDS GROUP DL ESCROW INC., A DELAWARE CORPORATION, HAVING ITS REGISTERED OFFICE AT [•],
AND REYNOLDS GROUP ESCROW LLC, A DELAWARE LIMITED LIABILITY COMPANY,
PROMISES TO PAY TO [         ], OR 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 OCTOBER
15, 2016.



          Interest Payment Dates: April 15 and October 15



          Record Dates: April 1 and October 1



          Additional provisions of this Note are set forth on the other side of this Note.



          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	REYNOLDS GROUP DL ESCROW INC.

REYNOLDS GROUP ESCROW LLC,

 	 
	 	By 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:







A-3









 








TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




THE BANK OF NEW YORK MELLON, as Trustee,

certifies that this is one of the

Notes referred to in the

Indenture.




	 	 	 	 	 
	 	 
	By 	 	 
	 	Authorized Signatory 	 
	 	 	 
	 





 




			
	*/	 	If the 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-4











 





[FORM OF REVERSE SIDE OF EURO NOTE]




7.75% Senior Secured Note due 2016




	1.	 	Interest





          Reynolds Group DL Escrow Inc., a Delaware corporation, (such company, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Issuer I”), and
Reynolds Group Escrow LLC, a Delaware limited liability company (such company, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Issuer II”, and
together with the Issuer I, the “Issuers”), promise to pay interest on the principal amount of this
Note at the rate per annum shown above; provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional interest will accrue on this
Security from and including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured at the applicable rate as
determined pursuant to the Registration Rights Agreement.




          The Issuers shall pay interest semi-annually on April 15 and October 15 of each year,
commencing April 15, 2010. Interest on the 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
November 5, 2009 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 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 Note (except defaulted interest) to the registered
Holder at the close of business on the April 1 or October 1 next preceding the interest payment
date even if this 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
euro. The Issuers shall make all payments in respect of this 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 by mailing a check
to the registered address of each Holder thereof]4.





	3.	 	Paying Agent and Registrar





          Initially, The Bank of New York Mellon (the “Trustee”) shall act as Trustee, Collateral Agent
(“Collateral Agent”), Principal Paying Agent (“Principal Paying Agent”), Transfer Agent (“Transfer
Agent”) and Registrar (the “Registrar”). The Issuers may appoint and






 




			
	3	 	Applicable if this Security is represented by
a Global Security registered in the name of or held by a nominee of,
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-5









 









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 Securities) or Registrar.





	4.	 	Indenture





          The Issuers issued the Notes under an Indenture dated as of November 5, 2009 (the
“Indenture”), among the Issuers, the Trustee, the Collateral Agent, the Principal Paying Agent, the
Transfer Agent and the Registrar. The terms of the Notes include those stated in the Indenture.
Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as
defined in the Indenture) are referred to the Indenture for a statement of such terms and
provisions.




          The Notes are senior secured obligations of the Issuers. This Note is one of the Original
Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes.
The Original Notes and any Additional Notes are treated as a single class of securities under the
Indenture. The 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 Indenture also imposes limitations on the ability
of the Issuers and the 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 Indenture also imposes
limitations on the ability of the Issuers to undertake certain activities.




          To the extent any provision of the Notes conflict with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.





	5.	 	Optional Redemption





          Except as set forth in this Section 5 and Sections 6 and 25 below, the Euro Notes shall not be
redeemable at the option of the Issuers prior to October 15, 2012. Thereafter, the Issuers may
redeem the Euro Notes at their option, in whole or in part, 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 Euroclear and Clearstream
procedures), at the following redemption prices (expressed as a percentage of principal amount),
plus accrued and unpaid interest and additional interest and premiums, 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
October 15 of the years set forth below. Without limiting the Issuers’ obligations under the
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.




A-6









 








	 	 	 	 	 
	Period	 	Redemption Price	 
	2012
	 	 	103.875	%
	2013
	 	 	102.583	%
	2014
	 	 	101.292	%
	2015 and thereafter
	 	 	100.000	%






          In addition, from and after the Escrow Release Date, at any time and from time to time prior
to October 15, 2012, the Issuers may redeem the Euro 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 Euroclear or
Clearstream procedures), at a redemption price equal to 100% of the principal amount of the Euro
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 and premiums, 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 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 October 15, 2012, the Issuers may at their option redeem in the aggregate up
to 35% of the original aggregate principal amount of the Euro Notes (calculated after giving effect
to any issuance of any Additional Euro 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 107.750%,
plus accrued and unpaid interest and additional interest and premiums, 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 Euro Notes (calculated after giving effect to any issuance of any
Additional Euro 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 nor more than 60 days’ notice mailed to each holder of Euro Notes
being redeemed and otherwise in accordance with the procedures set forth in the 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 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.







A-7









 









	6.	 	Redemption for Taxation Reasons





          The Issuers may redeem the 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 Euroclear or
Clearstream procedures, as applicable) at a redemption price equal to 100% of the principal amount
thereof, together with accrued and unpaid interest and additional interest and premiums, 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 Notes or a Note Guarantee is,
or on the next date on which any amount would be payable in respect of the 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 none of the Issuers nor any
Note Guarantor 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 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 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.







A-8









 








          Subject to the terms of the applicable redemption notice, Notes called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue
on 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
Indenture.





	7.	 	Withholding Taxes





          All payments made by any Issuer or any Note Guarantor or any successor in interest to any of
the foregoing (each, a “Payor”) on or with respect to the Notes or any Note Guarantee will be made
free and clear of and 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 any 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 Payor such that an exemption from U.S. federal withholding
tax would apply to such payment if interest on such Note 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
Notes or any 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 Notes or its 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 Notes or any 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 Notes or the 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:







A-9









 








          (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 Note or the receipt of
any payment in respect thereof;




          (2) any Taxes that would not have been so imposed or levied if the holder of the 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 Notes or any 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 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 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 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 Note
been the holder of the 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






A-10









 







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 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 Euroclear or
Clearstream, as applicable).




          Wherever in the Indenture, the Notes, any 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 Notes,




          (3) interest, or




          (4) any other amount payable on or with respect to any of the Notes or any 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 Notes, the Indenture, or any other document
or instrument in relation thereto (other than a transfer of the 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 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.







A-11









 









	8.	 	Sinking Fund





          Except as set forth in Section 3.09 of the Indenture and Section 25 below, the Issuers are not
required to make any mandatory redemption or sinking fund payments with respect to the Notes.





	9.	 	Notice of Redemption





          Notice of redemption shall be mailed by first-class mail (or otherwise delivered in accordance
with applicable Euroclear and Clearstream procedures) upon not less than 30 days nor more than 60
days’ prior notice to each Holder’s registered address. Euro Notes in denominations larger than
€50,000 may be redeemed in whole but not in part. The Trustee may select for redemption portions
of the principal of Euro Notes that have denominations larger than €50,000. Euro Notes and
portions thereof selected by the Trustee shall be in principal amounts of €50,000 or a whole
multiple of €1,000, except that if all of the Euro Notes of a Holder are to be redeemed, the entire
outstanding amount of Euro 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 Euro 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 Euro Notes (or such portions
thereof) called for redemption.





	10.	 	Repurchase of 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 Indenture, to require the Issuers to repurchase all or any part
of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof,
plus accrued and unpaid interest and premiums, 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 Indenture.




          In accordance with Section 4.06 of the Indenture, the Issuers shall be required to offer to
purchase 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 Note Guarantors will jointly and
severally, irrevocably and unconditionally guarantees on a senior secured basis to the extent set
forth in the Indenture, the Existing Intercreditor Agreement and the First Lien Intercreditor
Agreement (i) the full and punctual payment when due of all obligations of the Issuers under the
Indenture and this Note and (ii) the full and punctual performance within applicable grace periods
of all other obligations of the Issuers.







A-12









 









	12.	 	Security





          From and after the Escrow Release Date, the Notes and the 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 (subject to Permitted Liens, which may rank ahead of the first priority security
interests for the benefit of the Notes, and except as otherwise set forth in the Indenture, the
First Lien Intercreditor Agreement, the Existing 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
Indenture, following the registration of the Notes with the SEC as contemplated by the Registration
Rights Agreement, the value of the stock pledged as Collateral by the Note Guarantors with respect
to the Notes will include shares of capital stock of such Note Guarantors only to the extent that
the securing of the Notes with such capital stock would not require such 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 BP I.





	13.	 	Denominations; Transfer; Exchange





          The Euro Notes are in registered form, without coupons, in minimum denominations of €50,000
and any integral multiple of €1,000 in excess thereof. A Holder shall register the transfer of or
exchange of Euro Notes in accordance with the 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
Euroclear or Clearstream, 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 Euro Notes selected for redemption (except, in
the case of a Euro Note to be redeemed in part, the portion of the Euro Note not to be redeemed) or
to transfer or exchange any Euro Notes for a period of 15 days prior to a selection of Euro Notes
to be redeemed.





	14.	 	Persons Deemed Owners





          The registered Holder of this 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.







A-13









 









	16.	 	Discharge and Defeasance





          Subject to certain conditions, the Issuers at any time may terminate some of or all their
obligations under the Notes and the Indenture if the Issuers, among other things, deposit with the
Trustee cash in euro or European Government Obligations for the payment of principal, premium, if
any and interest on the Notes to redemption or maturity, as the case may be.





	17.	 	Amendment; Waiver





          Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Notes, any
Security Documents, the Existing Intercreditor Agreement, the First Lien Intercreditor Agreement,
any Additional Intercreditor Agreement or Security Document may be amended with the consent of the
Holders of a majority in principal amount of the outstanding Notes (voting as a single class) and
(ii) any 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 Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Issuers, the Trustee
and the Collateral Agent may amend the Indenture, the Notes, any Security Document, the Existing
Intercreditor Agreement or the First Lien Intercreditor Agreement: (i) to cure any ambiguity,
omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Indenture
(including the release of any Note Guarantees in accordance with the terms of Sections 10.06,
12.01(a)(i) and (ii) and 12.06 of the Indenture); (iii) to comply with Article V of the Indenture;
(iv) to provide for the assumption by a Successor Company of the obligations of any Issuer under
the Indenture and the Notes, to provide for the assumption by Midco of the obligations of RGHL
under the Indenture and the Notes or to provide for the assumption by a Successor Note Guarantor of
the obligations of a Note Guarantor under the Indenture and its Note Guarantee; (v) to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or
in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(vi) to add a Note Guarantee with respect to the Notes; (vii) to add assets to the Collateral;
(viii) to release Collateral from any Lien pursuant to the Indenture, the First Lien Intercreditor
Agreement, the Existing Intercreditor Agreement, any Additional Intercreditor Agreement and the
applicable Security Documents when permitted or required by the Indenture, the First Lien
Intercreditor Agreement, the Existing 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 Indenture or otherwise under the
Indenture; (x) to add to the covenants of BP I, BP II or any 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 Indenture, the First Lien Intercreditor Agreement, the
Existing 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 Notes; (xiv) to make certain changes to the Indenture to
provide for the issuance of Additional Notes; or (xv) to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the Trust Indenture Act, if such
qualification is required.







A-14









 









	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 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) Indenture) occurs and is continuing,
the Trustee or the holders of at least 25% in principal amount of outstanding Notes by notice to
the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest
(including additional interest, if any) on all the 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
the 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 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 Indenture occurs, the principal of, premium, if any, and interest on all the 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 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 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 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 Indenture or the
Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is
continuing, (i) Holders of at least 25% in principal amount of the outstanding 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 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 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 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 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.







A-15









 









	19.	 	Trustee Dealings with the Issuer





          The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with and 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 Note Guarantor, will have any liability for any obligations of the Issuers
under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.





	21.	 	Authentication





          This 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
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 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. FOR THE AVOIDANCE 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 NOTES AND THIS INDENTURE. 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 Euro Notes each beneficial owner of a
Euro Note agrees, assuming that the Escrow Release occurs, to treat for U.S. federal income tax
purposes all of the Euro Notes as debt of the Luxembourg Issuer as defined for purposes of Section
3.16 of the Indenture (or the sole owner of the Luxembourg Issuer) (from original issuance) and
interest payments on the Euro Notes as non-U.S. source interest. Notwithstanding the foregoing, any
Issuer or any other Payor may withhold from any interest






A-16









 







payment made on any 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 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 Indenture, if the conditions in the Escrow Agreement are
not met on or prior to November 10, 2009, the Company shall redeem the Notes at a redemption price
of 100% of the initial principal amount of the Notes, plus accrued and unpaid interest and premiums
(if any) and accreted original issue discount to, but excluding, the Escrow Redemption Date (the
"Special Redemption Provision”). If the Special Redemption Provision is triggered, the Company will
cause the notice of special mandatory redemption to be mailed to each Holder and the Notes shall be
redeemed pursuant to the terms of the Escrow Agreement. The obligation to redeem the Notes pursuant
to the Special Redemption Provision may not be waived or modified without the written consent of
each Holder. Failure to redeem the Notes when required pursuant to the Special Redemption Provision
will constitute an Event of Default with respect to the Notes.





	26.	 	Holders’ Compliance with Registration Rights Agreement.





          Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.





	27.	 	Common Codes; ISINs





          The Issuers have caused Common Codes and ISINs to be printed on the Euro Notes and have
directed the Trustee to use Common Codes 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
Euro 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 Notes upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note. Capitalized terms used
but not defined herein shall have the meanings set forth in the Indenture.







A-17









 







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 Note, fill in the form below:



I or we assign and transfer this 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 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 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 fulfilment 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 Notes evidenced by this form and certificate the
undersigned confirms that such 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):



CHECK ONE BOX BELOW







A-18









 







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) to the Registrar for registration in the name of the Holder, without transfer; or



o (4) to the Issuers.



Unless one of the boxes is checked, the Registrar shall refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (2) is checked, the Registrar shall be entitled to require, prior to
registering any such transfer of the 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 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 Note
Guarantors as the undersigned has requested pursuant 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




A-19









 





[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



          The initial principal amount of this Global Security is €_____________. The following
increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	Signature of	 
	 	 	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global	 	 	authorized	 
	 	 	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Security following	 	 	signatory of	 
	 	 	 	 	of this Global	 	 	of this Global	 	 	such decrease or	 	 	Trustee or Common	 
	Date of Exchange	 	 	Security	 	 	Security	 	 	increase	 	 	Depositary	 





A-20









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06
(Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:



	 	 	 

	Asset Sale o

	 	Change of Control o






          If you want to elect to have only part of this Note purchased by the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount (€50,000
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
Note)







A-21











 





Exhibit B




[FORM OF FACE OF DOLLAR NOTE]

[Global 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 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,



B-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),




          (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.5




[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.






 




			
	5	 	Applicable to Regulation S Global Securities
only.




B-2









 










[FORM OF DOLLAR NOTE]




	 	 	 	 	 

	No.

	 	 
	 	$__________





7.75% Senior Secured Note due 2016






	 	 	 	 	 

	 
	 	 
	 	 CUSIP
	 
	 	 
	 	 ISIN








          REYNOLDS GROUP DL ESCROW INC., A DELAWARE CORPORATION, HAVING ITS REGISTERED OFFICE AT [•],
AND REYNOLDS GROUP ESCROW LLC, A DELAWARE LIMITED LIABILITY COMPANY,
PROMISES TO PAY TO [        ], OR 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 OCTOBER
15, 2016.




          Interest Payment Dates: April 15 and October 15




          Record Dates: April 1 and October 1




          Additional provisions of this Note are set forth on the other side of this Note.




          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.




	 	 	 	 	 
	 	REYNOLDS GROUP DL ESCROW INC.

REYNOLDS GROUP ESCROW LLC,

 	 
	 	By 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:







B-3









 








TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




THE BANK OF NEW YORK MELLON, as Trustee,

certifies that this is one of the

Notes referred to in the

Indenture.




	 	 	 	 	 
	 	 
	By 	 	 
	 	Authorized Signatory 	 
	 	 	 
	 





 




			
	*/	 	If the 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”.




B-4









 










[FORM OF REVERSE SIDE OF DOLLAR NOTE]

7.75% Senior Secured Note due 2016





	1.	 	Interest





          Reynolds Group DL Escrow Inc., a Delaware corporation, (such company, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Issuer I”), and
Reynolds Group Escrow LLC, a Delaware limited liability company (such company, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Issuer II”, and
together with the Issuer I, the “Issuers”), promise to pay interest on the principal amount of this
Note at the rate per annum shown above; provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional interest will accrue on this
Security from and including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured at the applicable rate as
determined pursuant to the Registration Rights Agreement.




          The Issuers shall pay interest semi-annually on April 15 and October 15 of each year,
commencing April 15, 2010. Interest on the 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
November 5, 2009 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 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 Note (except defaulted interest) to the registered
Holder at the close of business on the April 1 or October 1 next preceding the interest payment
date even if this 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 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]6[at the option of the
Issuers, may be made by mailing a check to the registered address of each Holder
thereof]7.






 




			
	6	 	Applicable if this Security is represented by
a Global Security registered in the name of or held by a nominee of,
Clearstream or Euroclear on the relevant record date.
	 
	7	 	Applicable if this Security is represented by
a Definitive Security on the relevant record date.




B-5









 











	3.	 	Paying Agent and Registrar





          Initially, The Bank of New York Mellon (the “Trustee”) shall act as Trustee, Collateral Agent
(“Collateral Agent”), Principal Paying Agent (“Principal Paying Agent”), Transfer Agent (“Transfer
Agent”) and Registrar (the “Registrar”). 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 Securities) or Registrar.





	4.	 	Indenture





          The Issuers issued the Notes under an Indenture dated as of November 5, 2009 (the
“Indenture”), among the Issuers, the Trustee, the Collateral Agent, the Principal Paying Agent, the
Transfer Agent and the Registrar. The terms of the Notes include those stated in the Indenture.
Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as
defined in the Indenture) are referred to the Indenture for a statement of such terms and
provisions.




          The Notes are senior secured obligations of the Issuers. This Note is one of the Original
Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes.
The Original Notes and any Additional Notes are treated as a single class of securities under the
Indenture. The 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 Indenture also imposes limitations on the ability
of the Issuers and the 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 Indenture also imposes
limitations on the ability of the Issuers to undertake certain activities.




          To the extent any provision of the Notes conflict with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.





	5.	 	Optional Redemption





          Except as set forth in this Section 5 and Sections 6 and 25 below, the Dollar Notes shall not
be redeemable at the option of the Issuers prior to October 15, 2012. Thereafter, the Issuers may
redeem the Dollar Notes at their option, in whole or in part, 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 and premiums, if any, to the redemption date (subject
to the right of






B-6









 







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 October 15 of the years set
forth below. Without limiting the Issuers’ obligations under the 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	 
	2012
	 	 	103.875	%
	2013
	 	 	102.583	%
	2014
	 	 	101.292	%
	2015 and thereafter
	 	 	100.000	%






          In addition, from and after the Escrow Release Date, at any time and from time to time prior
to October 15, 2012, the Issuers may redeem the Dollar 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 Dollar 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 and
premiums, 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 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 October 15, 2012, the Issuers may at their option redeem in the aggregate up
to 35% of the original aggregate principal amount of the Dollar Notes (calculated after giving
effect to any issuance of any Additional Dollar 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
107.750%, plus accrued and unpaid interest and additional interest and premiums, 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 Dollar Notes (calculated after giving effect to any
issuance of any Additional Dollar 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 nor more than 60 days’ notice mailed to each
holder of Dollar Notes being redeemed and otherwise in accordance with the procedures set forth in
the Indenture.







B-7









 








          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 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 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 and premiums, 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 Notes or a Note Guarantee is,
or on the next date on which any amount would be payable in respect of the 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 none of the Issuers nor any
Note Guarantor 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 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






B-8









 







Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the
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, Notes called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue
on 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
Indenture.





	7.	 	Withholding Taxes





          All payments made by any Issuer or any Note Guarantor or any successor in interest to any of
the foregoing (each, a “Payor”) on or with respect to the Notes or any Note Guarantee will be made
free and clear of and 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 any 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 Payor such that an exemption from U.S. federal withholding
tax would apply to such payment if interest on such Note 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
Notes or any 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 Notes or its 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,







B-9









 







(each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), will at any time be required from
any payments made with respect to the Notes or any 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 Notes or the 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 Note or the receipt of
any payment in respect thereof;




          (2) any Taxes that would not have been so imposed or levied if the holder of the 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 Notes or any 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 Note presented for payment by or on behalf of a secured noteholder or
beneficial owner who would have been able to avoid such Tax






B-10









 







by presenting the relevant 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 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 Note
been the holder of the 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 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 Indenture, the Notes, any 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 Notes,




          (3) interest, or




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



B-11









 







          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 Notes, the Indenture, or any other document
or instrument in relation thereto (other than a transfer of the 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 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 Indenture and Section 25 below, the Issuers are not
required to make any mandatory redemption or sinking fund payments with respect to the 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. Dollar Notes in denominations larger than $100,000 may be
redeemed in whole but not in part. The Trustee may select for redemption portions of the principal
of Dollar Notes that have denominations larger than $100,000. Dollar Notes and portions thereof
selected by the Trustee shall be in principal amounts of $100,000 or a whole multiple of $1,000,
except that if all of the Dollar Notes of a Holder are to be redeemed, the entire outstanding
amount of Dollar 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 Dollar 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 Dollar Notes (or such portions thereof)
called for redemption.





	10.	 	Repurchase of 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 Indenture, to require the Issuers to repurchase all or any part
of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof,
plus accrued and unpaid interest and premiums, if any, to the date of repurchase (subject to the
right of the Holders of record on the relevant






B-12









 







record date to receive interest due on the relevant interest payment date), as provided in,
and subject to the terms of, the Indenture.




          In accordance with Section 4.06 of the Indenture, the Issuers shall be required to offer to
purchase 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 Note Guarantors will jointly and
severally, irrevocably and unconditionally guarantees on a senior secured basis to the extent set
forth in the Indenture, the Existing Intercreditor Agreement and the First Lien Intercreditor
Agreement (i) the full and punctual payment when due of all obligations of the Issuers under the
Indenture and this 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 Notes and the 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 (subject to Permitted Liens, which may rank ahead of the first priority security
interests for the benefit of the Notes, and except as otherwise set forth in the Indenture, the
First Lien Intercreditor Agreement, the Existing 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
Indenture, following the registration of the Notes with the SEC as contemplated by the Registration
Rights Agreement, the value of the stock pledged as Collateral by the Note Guarantors with respect
to the Notes will include shares of capital stock of such Note Guarantors only to the extent that
the securing of the Notes with such capital stock would not require such 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 BP I.





	13.	 	Denominations; Transfer; Exchange





          The Dollar 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 Dollar Notes in accordance with the 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 Dollar Notes selected for redemption (except, in the case of a






B-13









 







Dollar Note to be redeemed in part, the portion of the Dollar Note not to be redeemed) or to
transfer or exchange any Dollar Notes for a period of 15 days prior to a selection of Dollar Notes
to be redeemed.





	14.	 	Persons Deemed Owners





          The registered Holder of this 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 Notes and the 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 Notes
to redemption or maturity, as the case may be.





	17.	 	Amendment; Waiver





          Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Notes, any
Security Documents, the Existing Intercreditor Agreement, the First Lien Intercreditor Agreement,
any Additional Intercreditor Agreement or Security Document may be amended with the consent of the
Holders of a majority in principal amount of the outstanding Notes (voting as a single class) and
(ii) any 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 Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Issuers, the Trustee
and the Collateral Agent may amend the Indenture, the Notes, any Security Document, the Existing
Intercreditor Agreement or the First Lien Intercreditor Agreement: (i) to cure any ambiguity,
omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Indenture
(including the release of any Note Guarantees in accordance with the terms of Section 10.06,
12.01(a)(i) and (ii) and 12.06 of the Indenture); (iii) to comply with Article V of the Indenture;
(iv) to provide for the assumption by a Successor Company of the obligations of any Issuer under
the Indenture and the Notes, to provide for the assumption by Midco of the obligations of RGHL
under the Indenture and the Notes or to provide for the assumption by a Successor Note Guarantor of
the obligations of a Note Guarantor under the Indenture and its Note Guarantee; (v) to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or
in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(vi) to






B-14









 







add a Note Guarantee with respect to the Notes; (vii) to add assets to the Collateral; (viii)
to release Collateral from any Lien pursuant to the Indenture, the First Lien Intercreditor
Agreement, the Existing Intercreditor Agreement, any Additional Intercreditor Agreement and the
applicable Security Documents when permitted or required by the Indenture, the First Lien
Intercreditor Agreement, the Existing 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 Indenture or otherwise under the
Indenture; (x) to add to the covenants of BP I, BP II or any 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 Indenture, the First Lien Intercreditor Agreement, the
Existing 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 Notes; (xiv) to make certain changes to the Indenture to
provide for the issuance of Additional Notes; or (xv) to comply with any requirement of the SEC in
connection with the qualification of the 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 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) Indenture) occurs and is continuing,
the Trustee or the holders of at least 25% in principal amount of outstanding Notes by notice to
the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest
(including additional interest, if any) on all the 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
the 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 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 Indenture occurs, the principal of, premium, if any, and interest on all the 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 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 Indenture relating to the duties of the Trustee, in case an Event
of Default occurs and is continuing, the Trustee will be under no






B-15









 







obligation to exercise any of the rights or powers under the 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 Indenture or the Notes unless (i) such Holder has previously given the
Trustee notice that an Event of Default is continuing, (i) Holders of at least 25% in principal
amount of the outstanding 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 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 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 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 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 Indenture, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with and 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 Note Guarantor, will have any liability for any obligations of the Issuers
under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.





	21.	 	Authentication





          This 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
Note.





B-16











 





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 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. FOR THE AVOIDANCE 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 NOTES AND THIS INDENTURE. 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 Dollar Notes each beneficial owner of a
Dollar Note agrees, assuming that the Escrow Release occurs, to treat for U.S. federal income tax
purposes (i) approximately $377,241,755 in principal amount of the Dollar Notes as debt of the
Luxembourg Issuer as defined for purposes of Section 3.16 of the Indenture (or the sole owner of
the Luxembourg, Issuer) (from original issuance) and approximately $747,758,245 in principal
amount of the Dollar Notes as debt of the sole owner of the US Issuers (from original issuance) and
(ii) interest payments on the portion of the Dollar Notes that is treated as debt of the Luxembourg
Issuer (or its sole owner) as non-U.S. source interest and interest payments on the portion of the
Dollar Notes that is treated as debt of the sole owner of the US Issuers as U.S. source interest.
Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment
made on any 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 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 Indenture, if the conditions in the Escrow Agreement are
not met on or prior to November 10, 2009, the Company shall redeem the Notes at a redemption price
of 100% of the initial principal amount of the Notes, plus accrued and unpaid interest and premiums
(if any) and accreted original issue discount to, but excluding, the Escrow Redemption Date (the
"Special Redemption Provision”). If the Special Redemption Provision is triggered, the Company will
cause



B-17









 








the notice of special mandatory redemption to be mailed to each Holder and the Notes shall be
redeemed pursuant to the terms of the Escrow Agreement. The obligation to redeem the Notes pursuant
to the Special Redemption Provision may not be waived or modified without the written consent of
each Holder. Failure to redeem the Notes when required pursuant to the Special Redemption Provision
will constitute an Event of Default with respect to the Notes.




26. Holders’ Compliance with Registration Rights Agreement.



          Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.




	27.	 	CUSIPs; ISINs




          The Issuers have caused CUSIPs and ISINs to be printed on the Dollar 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 Dollar 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 Notes upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note. Capitalized terms used
but not defined herein shall have the meanings set forth in the Indenture.



B-18









 








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 Note, fill in the form below:




I or we assign and transfer this 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 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 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 fulfilment 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 Notes evidenced by this form and certificate the
undersigned confirms that such 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):




B-19









 








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) to the Registrar for registration in the name of the Holder, without transfer; or




o (4) to the Issuers.




Unless one of the boxes is checked, the Registrar shall refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (2) is checked, the Registrar shall be entitled to require, prior to
registering any such transfer of the 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 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 Note
Guarantors as the undersigned has requested pursuant 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.



B-20









 








	 	 	 	 	 

	Dated:
	 	 	 	 
	 	 	 

	 	 
 
	Notice: To be executed by an executive officer






B-21









 






[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


          The initial principal amount of this Global Security is $_____________. The following
increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	Signature of
	 	 	Amount of decrease	 	Amount of increase	 	this Global	 	authorized
	 	 	in Principal Amount	 	in Principal Amount	 	Security following	 	signatory of
	 	 	of this Global	 	of this Global	 	such decrease or	 	Trustee or Common
	Date of Exchange	 	Security	 	Security	 	increase	 	Depositary
	 	 	 	 	 	 	 	 	 





B-22









 






OPTION OF HOLDER TO ELECT PURCHASE



          If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06
(Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:



	 	 	 

	Asset Sale o
	 	Change of Control o





          If you want to elect to have only part of this Note purchased by the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the 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 Note) 
	 	 	 	 



B-23









 






	 	 	 	 	 



EXHIBIT C




[FORM OF ASSUMPTION 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 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as
of [•], 2009 among REYNOLDS GROUP ESCROW LLC, a Delaware limited liability
company (the “LLC Escrow”), REYNOLDS GROUP DL ESCROW INC., a Delaware
Corporation (the “Corporate Escrow” and, together with the LLC Escrow, the
“Initial 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 “Note Guarantors”)
and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent,
transfer agent, registrar and collateral agent under the indenture
referred to below (the “Trustee”).



W I T N E S S E T H :



          WHEREAS the Initial Issuers have heretofore executed and delivered to the Trustee an indenture
(the “Indenture”) dated as of November [•], 2009, in respect of the issuance of an aggregate
principal amount of $1,125,000,000 of 7.75% Senior Secured Notes due 2016 (the “Dollar Notes”) and
aggregate principal amount of $450,000,000 of 7.75% Senior Secured Notes due 2016 (the “Euro Notes”
and, together with the Dollar Notes, the “Notes”);



C-1









 







          WHEREAS the gross proceeds of the issuance of the Notes and other funds were deposited by the
Initial Purchaser and the Initial Issuers into the Escrow Accounts at the closing of the offering
of the Notes;


          WHEREAS immediately after the execution of this Supplemental Indenture, the proceeds of the
issuance of the Notes will be released from the Escrow Account pursuant to Section 4(a) of the
Escrow Agreement (the “Escrow Release”);


          WHEREAS pursuant to Section 4.23 of the Indenture, as conditions to the Escrow Release, (i)
the Ultimate Issuers are required to execute and deliver this Supplemental Indenture and to assume
all of the obligations of the Initial Issuers under the Notes and the Indenture and to succeed the
Initial Issuers as the “Issuers” under the Indenture and cause the Initial Issuers to be released
from all obligations under the Notes and the Indenture and (ii) the Note Guarantors are required to
execute and deliver this Supplemental Indenture to jointly and severally with all other Note
Guarantors, unconditionally guarantee the obligations of the Issuers under the Notes and the
Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and to
be bound by all other applicable provisions of the Indenture;


          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental 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 Initial Issuers,
the Ultimate Issuers and the Note Guarantors mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:


          1. Capitalized Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned to them in the Indenture.


          2. Agreement to Assume; Release. The Ultimate Issuers hereby assume all of the
obligations of the Initial Issuers under the Notes and the Indenture and hereafter shall be deemed
the “Issuers” for all purposes under the Notes and the Indenture. The Initial Issuers are hereby
released from all obligations under the Notes and the Indenture.


          3. Agreement to Guarantee. The Note Guarantors hereby agree jointly and severally
with all other Note Guarantors, to unconditionally guarantee the obligations under the Notes and
the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture
and to be bound by all other applicable provisions of the Indenture.


          4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. Following the
date hereof, all of the covenants set forth in Article IV of the Indenture shall be deemed to have
been applicable to the Ultimate Issuers, the Note Guarantors, BP II and the applicable Restricted
Subsidiaries beginning as of the Issue Date as if the Ultimate Issuers, the Note Guarantors and the
applicable Restricted



C-2









 








Subsidiaries had been parties thereto on such date, and any action or inaction taken by the
Ultimate Issuers, the Note Guarantors, BP II or the applicable Restricted Subsidiaries after the
Issue Date and prior to the date hereof prohibited by the Indenture, shall be deemed a Default by
the Ultimate Issuers, the Note Guarantors or the applicable Restricted Subsidiaries, as applicable,
under the Indenture as of the date hereof. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every noteholder heretofore or hereafter authenticated and
delivered shall be bound hereby. The Note Guarantors hereby agree to (i) be bound by and become a
party to, as if originally named Guarantors therein, the First Lien Intercreditor Agreement and
(ii) be bound by and become a party to the Existing Intercreditor Agreement, as if originally named
Obligors therein, by executing and delivering accession deeds to such Existing Intercreditor
Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder.



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


          6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


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


          8. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.


          9. No Adverse Interpretation of Other Agreements. This 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 Supplemental Indenture.


          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 Note Guarantor,
will have any liability for any obligations of the Ultimate Issuers under the Notes, this
Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.


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



C-3









 







          12. Severability. In case any one or more of the provisions contained in this
Supplemental Indenture or the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Supplemental Indenture or the Notes.


          13. Notices. Any order, consent, notice or communication shall be sufficiently given
if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as
follows:



     If to any of the Ultimate Issuers or any Guarantor:



     [Insert Address]


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


          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	REYNOLDS GROUP ESCROW LLC,

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	REYNOLDS GROUP DL ESCROW INC.,

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	REYNOLDS GROUP ISSUER LLC,

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



C-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NOTE GUARANTORS]

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee, Principal

Paying Agent, Transfer Agent, Registrar

and Collateral Agent

 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-5