EX-4.15.6 50 y93391a1exv4w15w6.htm EX-4.15.6 exv4w15w6
Exhibit 4.15.6
Accession Agreement
The taking of this document or any certified copy of it or any 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 any Finance 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 any Finance 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 any Finance 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 any Finance Document to an Austrian addressee.
This Agreement is made on 8 September 2011
BY THE BANK OF NEW YORK MELLON as trustee for certain senior secured notes issued 9 August 2011 and due 2019 of 101 Barclay Street, Floor 4E, New York, NY 10286 (the “Acceding Party”)
AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the “Intercreditor Agreement”) dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and November 5, 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG (formerly Credit Suisse) as administrative agent, Credit Suisse AG (formerly Credit Suisse), as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG (formerly Credit Suisse), as security trustee.
IT IS AGREED as follows:
1.   Words and expressions defined in the Intercreditor Agreement shall bear the same meaning herein.
 
2.   The Acceding Party confirms it has been supplied with a copy of the Intercreditor Agreement.
 
3.   The Acceding Party covenants with the Parties to be bound by the terms of the Intercreditor Agreement as trustee of holders of a series of Additional Obligations.
 
4.   The Acceding Party shall accede to the Intercreditor Agreement in accordance with the terms thereof.
 
5.   This Agreement and all non-contractual obligations arising from or connected with it shall be governed by, and construed in accordance with, English law.
IN WITNESS whereof this Agreement has been duly executed by the parties hereto the day and year first above written.

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Acceding Party
           
SIGNED
    )   /s/ Catherine F. Donohue
For and on behalf of
    )   Catherine F. Donohue
THE BANK OF NEW YORK MELLON as
    )   Vice President
trustee in respect of certain senior secured
          
notes issued 9 August 2011 and due 2019
          
Security Trustee
(for itself and all other parties)
           
SIGNED
    )   /s/ Ian Croft
For and on behalf of
    )   Ian Croft
CREDIT SUISSE AG
    )   Assistant Vice President
 
          
 
    )   /s/ Steve Martin
 
    )   Steve Martin
 
    )   Vice President
Collateral Agent
           
SIGNED
    )   /s/ Catherine F. Donohue
For and on behalf of
    )   Catherine F. Donohue
THE BANK OF NEW YORK MELLON
    )   Vice President
Senior Agent
           
SIGNED
    )   /s/Ari Bruger
For and on behalf of
    )   Ari Bruger
CREDIT SUISSE AG, CAYMAN ISLANDS
    )   Vice President
BRANCH
          
 
          
 
    )   /s/ Kevin Buddhdew
 
    )   Kevin Buddhdew
 
    )   Associate