Execution Version


TWENTY-EIGHTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as of June 16, 2015 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 having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “ Luxembourg Issuer ” and, together with the US Issuer I and the US Issuer II, the “ Issuers ”), Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under B 128592 (“ BP I ”), the affiliate of the Issuers party hereto (the “ Additional Note Guarantor ”), and The Bank of New York Mellon, as trustee (the “ Trustee ”), principal paying agent, transfer agent and registrar, to the indenture dated as of May 4, 2010, as amended or supplemented (the “ Indenture ”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 8.50% Senior Notes due 2018 (the “ Notes ”).


W I T N E S S E T H :


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 (i) to amend the Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this Supplemental Indenture;


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


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:


1. Guarantee. The Additional Note Guarantor hereby jointly and severally with all other Note Guarantors unconditionally guarantees 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 agrees to be bound by all other applicable provisions of the Indenture.


2.  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.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.


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


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


5.  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.


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


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


8.  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 the Additional Note Guarantor will have any liability for any obligations of the Issuers, Note Guarantor or Additional Note Guarantor under the Notes, this Supplemental Indenture, 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 the Additional Note Guarantor.  The waiver may not be effective to waive liabilities under the federal securities laws.


9.  Indemnity. (a)  The Issuers, BP I and the Additional Note Guarantor executing this Supplemental Indenture, subject to Section 10.08 of the Indenture, jointly and severally shall indemnify the Trustee (which, 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 Supplemental Indenture or a Note Guarantee provided herein against the Issuers, BP I or the Additional Note Guarantor (including this Section) and defending against or investigating any claim (whether asserted by the Issuers, BP I, the Additional Note Guarantor, any Holder or any other Person). 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 any of the Issuers, BP I or the Additional Note Guarantor executing this Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers, BP I and the Additional Note Guarantor, 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 the Notes.


10.  Successors and Assigns. All covenants and agreements of the Issuers, BP I and the Additional Note Guarantor 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.


11.  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.


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


If to the Issuers or the Additional Note Guarantor:


Level 22 20 Bond Street,  Sydney, NSW 2000, Australia  Attn: Helen Golding  Fax: +6192686693  helen.golding@rankgroup.co.nz


If to the Trustee, Principal Paying Agent, Transfer Agent or Registrar:


The Bank of New York Mellon  101 Barclay Street 7-E  New York, NY 10286  Attn: International Corporate Trust Fax: (724) 540 6328  catherine.donohue@bnymellon.com  lesley.daley@bnymellon.com


13.  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.


[Remainder of page intentionally left blank]





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


REYNOLDS GROUP ISSUER INC.


By: /s/ Allen Philip Hugli  Name: Allen Philip Hugli  Title:   Vice President and Treasurer


REYNOLDS GROUP ISSUER LLC


By: /s/ Allen Philip Hugli  Name: Allen Philip Hugli  Title:   Vice President and Treasurer


REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.


By: /s/ Helen Dorothy Golding  Name: Helen Dorothy Golding  Title:   Authorized Signatory


BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.


By: /s/ Helen Dorothy Golding  Name: Helen Dorothy Golding  Title:   Authorized Signatory














BEVERAGE PACKAGING (NEW ZEALAND) LIMITED


By: /s/ Allen Philip Hugli  Name: Allen Philip Hugli  Title:   Director


THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar








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