SECOND SENIOR NOTES REGISTRATION RIGHTS JOINDER
EXHIBIT 4.10.2
SECOND SENIOR NOTES REGISTRATION RIGHTS JOINDER
With respect to the Senior Notes Registration Rights Agreement, dated as of October 15, 2010,
among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the
“US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under
the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg)
I S.A., a company incorporated as a société anonyme (a public limited liability company) under the
laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and
the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as
representative of the Initial Purchasers (as defined therein and, such agreement, the “Senior Notes
Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each of the signatories hereto assumes all of the rights and
obligations as Guarantors under the Senior Notes Registration Rights Agreement, in each case, as of
November 16, 2010, the date hereof, and as though it had entered into the Senior Notes Registration
Rights Agreement on October 15, 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 Senior Notes Registration Rights Agreement.
Very truly yours, PACTIV CORPORATION |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
PACTIV FACTORING LLC |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
PACTIV GERMANY HOLDINGS INC. |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
PACTIV INTERNATIONAL HOLDINGS INC. |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
PACTIV MANAGEMENT COMPANY LLC |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
PCA WEST INC. |
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By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | ||||
[Signature page to Joinder to Registration Rights Agreement for the Senior Notes (Pactiv)]