exv4w1w2






EXHIBIT 4.1.2



The taking of this document or any certified copy of it or any other document which constitutes
substitute documentation for it, or any document which includes written confirmations or references
to it, into Austria as well as printing out any e-mail communication which refers to this document
in Austria or sending any e-mail communication to which a pdf scan of this document is attached to
an Austrian addressee or sending any e-mail communication carrying an electronic or digital
signature which refers to this document to an Austrian addressee may cause the imposition of
Austrian stamp duty. Accordingly, keep the original document as well as all certified copies
thereof and written and signed references to it outside of Austria and avoid printing out any
e-mail communication which refers to this document in Austria or sending any e-mail communication
to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to this document to an
Austrian addressee.





     SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”)
dated as of December 2, 2009 by and among the Issuers (as defined below),
Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), the entities
listed in Schedule 1 hereto (the “Additional 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 Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”),
Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer
(Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of
Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the
"Issuers”), BP I and certain affiliates of the Issuers, as Note Guarantors, have heretofore
executed and delivered to the Trustee a supplemental indenture (the “First Supplemental Indenture”)
dated as of November 5, 2009, to the indenture (the “Original Indenture”, and together with the
First Supplemental Indenture, the “Indenture”) dated as of November 5, 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 an 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”);



          WHEREAS pursuant to a joinder agreement dated as of December 2, 2009 to the Senior Secured
Credit Facilities, each Additional Note Guarantor will become a guarantor under the Senior Secured
Credit Facilities;



 









 





          WHEREAS pursuant to Section 4.11 of the Indenture, 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 any Indebtedness under any Credit Agreement is
required to execute and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee payment and the other obligations under the Notes and the
Indenture;



          WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, BP I and the Issuers
are authorized to execute and deliver this Second 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, each Additional Note
Guarantor covenants and agrees 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 Guarantee. Each Additional Note Guarantor hereby agrees 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.



          3. Ratification of Indenture; Second 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 Additional Note Guarantors beginning as of the Issue Date as if the
Additional Note Guarantors had been parties thereto on such date, and any action or inaction taken
by the Additional Note Guarantors after the Issue Date and prior to the date hereof prohibited by
the Indenture, shall be deemed a Default by the Additional Note Guarantors, as applicable, under
the Indenture as of the date hereof. This Second 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 Additional Note Guarantors hereby agree to (i) be bound by
and become a party to the First Lien Intercreditor Agreement, as if originally named Guarantors
therein 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.



          4. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND EACH ADDITIONAL NOTE GUARANTOR
AGREES TO SECTION 13.09 OF THE INDENTURE,



 









 




INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE
STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO
SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.




          5. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Second Supplemental Indenture or any Guarantee referenced herein.



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



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



          8. No Adverse Interpretation of Other Agreements. This Second Supplemental Indenture
may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II,
RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Second Supplemental Indenture.



          9. No Recourse Against Others. No director, officer, employee or manager of an
Additional Note Guarantor will have any liability for any obligations of the Issuers, Note
Guarantors or Additional Note Guarantors 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 the guarantee of the obligations under the Notes and the Indenture by each
Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal
securities laws.



     10. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantors, subject to
Section 10.08 of the Original Indenture, jointly and severally shall indemnify the Trustee (which
in each case, for purposes of this Section, shall include its officers, directors, employees,
agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense
(including properly incurred attorneys’ fees and expenses) incurred by or in connection with the
acceptance or administration of this trust and the performance of its duties hereunder, including
the costs and expenses of enforcing this Second Supplemental Indenture or the Note Guarantees
provide herein against the Issuers, BP I or a Note Guarantor (including this Section) and defending
against or investigating any claim (whether (i) asserted by the Issuers, BP I, any Additional 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. The Trustee 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 Additional 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.



          11. Successors and Assigns. All covenants and agreements of the Issuers, BP I and
the Additional Note Guarantors in this Second Supplemental Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee in this Second Supplemental
Indenture shall bind its successors and assigns.



          12. Severability. In case any one or more of the provisions contained in this Second
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 Second 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 Additional Note Guarantors:


Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: (64-9) 366 6263



          14. Amendments and Modification. This Second 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 Second Supplemental Indenture to be
duly executed as of the date first above written.




	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture





 









 








	 	 	 	 	 
	 	



SIG COMBIBLOC LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture





 









 








	 	 	 	 	 
	 	CSI LATIN AMERICAN HOLDINGS CORPORATION

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture





 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	CSI CLOSURE SYSTEMS

MANUFACTURING DE CENTRO AMERICA, S.R.L.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 





Second Supplemental Indenture



 









 







	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	BACO CONSUMER PRODUCTS LIMITED

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	SIG COMBIBLOC PROCUREMENT AG

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Attorney 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER INC.

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



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER LLC

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



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Second Supplemental Indenture




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent,

Registrar and Collateral Agent

 	 
	 	by  	/s/ Maksim Genkin
 	 
	 	 	Name:  	Maksim Genkin 	 
	 	 	Title:  	Assistant Treasurer 	 





Second Supplemental Indenture



 









 






	 	 	 	 	 



SCHEDULE 1




Additional Note Guarantors



SIG Holdings (UK) Limited

SIG Combibloc Limited

CSI Latin American Holdings Corporation

Closure Systems International (Canada) Limited

CSI Closure Systems Manufacturing de Centro America, S.R.L.

Closure Systems International Holdings (Japan) KK

Closure Systems International Japan, Limited

Closure Systems International (UK) Limited

Reynolds Consumer Products (UK) Limited

BACO Consumer Products Limited

SIG Combibloc Procurement AG