exv4w8w2






EXHIBIT 4.8.2



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 Joinder to the Registration Rights Agreement




     With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated
as of May 4, 2010, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US
Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group
Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of
Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the
“Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as the Purchaser,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
each of the signatories hereto (i) hereby agrees to become a party to the Registration Rights
Agreement as a Guarantor with the same force and effect as if originally named a Closing Date
Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the
rights and obligations of the Guarantors under the Registration Rights Agreement, in each case, as
of the time of delivery of this Joinder on August 27, 2010, as though it had entered into the
Registration Rights Agreement on May 4, 2010. The obligations assumed by the Guarantors under this
Joinder shall be joint and several obligations. Capitalized terms used but not defined in this
Joinder shall have the meanings given to such terms in the Registration Rights Agreement. This
Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.



     Notwithstanding any other provision of this Joinder and any of the provisions of the
Registration Rights Agreement, any guarantee or indemnity given by or other obligation assumed by a
Guarantor organized in Austria (each an “Austrian Guarantor”) 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



 









 




Joinder
or the Registration Rights Agreement 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 should
any obligation under this Joinder or the Registration Rights Agreement 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 Holders, for the ratable benefit of
the Holders.




Second Joinder to the Registration Rights Agreement







 









 







IN WITNESS WHEREOF, the undersigned has executed this joinder on the above referenced date.




	 	 	 	 	 
	 	SIG COMBIBLOC GMBH (AUSTRIA)

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC GMBH & CO KG (AUSTRIA),

represented by its general partner SIG
COMBIBLOC GMBH (AUSTRIA)

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG AUSTRIA HOLDING GMBH

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	Chiara Brophy 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Second Joinder to the Registration Rights Agreement