Contract

TWELFTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of November 3, 2016 among XXXXXXXX GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), XXXXXXXX GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Xxxxxxx Xxxxxxxx, 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 Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Xxxxxxx Xxxxxxxx, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), under the indenture dated as of September 28, 2012, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $3,250,000,000 of 5.750% Senior Secured Notes due 2020 (the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS pursuant to Section 9.01(a)(i) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to cure any ambiguity, omission, mistake, defect or inconsistency and (ii) to execute and deliver this Senior Secured Notes Supplemental Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes 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 Issuer and BP I covenant and agree as follows:

1. Amendment to the Senior Secured Notes Indenture. The Senior Secured Notes Indenture is hereby amended by adding the words “(so long as the same is in effect)” after the words “2007 UK Intercreditor Agreement” in the definition of “Local Facility” in Section 1.01.

2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

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

4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

5. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (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 entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured 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 any of the Issuers or BP I executing this Senior Secured Notes 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 and BP I, 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 and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured 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 Senior Secured Notes.

6. Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes 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 affect the construction thereof.

8. No Adverse Interpretation of Other Agreements. This Senior Secured Notes 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 Senior Secured Notes Supplemental Indenture.

9. No Recourse Against Others. No 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 will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

10. Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

11. Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured 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 Senior Secured Notes Supplemental Indenture or the Senior Secured 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 any of the Issuers:

0000 Xxxx Xxxxx Xxxxx Xxxx Xxxxxx, XX 00000 Attention of Xxxxxx X. Xxxxx

Group Legal Counsel
Fax: 000-000-0000 XXxxxx@xxxxxx.xxx

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

The Bank of New York Mellon
000 Xxxxxxx Xxxxxx 0-X
Xxx Xxxx, XX 00000
Attn: International Corporate Trust
Fax: (000) 000-0000
xxxxxx.xxxxx@xxxxxxxxx.xxx

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Xxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile: x00 (0)00 0000 0000

Attention: Xxxxxx Xxxxxxxx and Xxxx Xxxxxx

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

(1)

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

XXXXXXXX GROUP ISSUER LLC

By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary

XXXXXXXX GROUP ISSUER INC.

By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary

XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A.

By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorised Signatory

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

By: /s/ Xxxxxxxx X. X’Xxxxx

Name: Xxxxxxxx X. X’Xxxxx

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:

Name:

Title: