Fifth Senior Notes Supplemental Indenture to the 9.875% Senior Notes



 EXHIBIT 4.6.39 
 EXECUTION 
 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. 
 FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Fifth Senior Notes
Supplemental Indenture”) dated as of August 10, 2012 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 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 (“BP I”), the Senior Note Guarantors party
hereto, and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of February 15, 2012, as amended or supplemented (the “Senior Notes
Indenture”), in respect of the issuance of an aggregate principal amount of $1,250,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”). 
 W I T N E S S E T H : 
 WHEREAS, Section 9.02 of the Senior Notes Indenture
provides that the Issuers, the Senior Note Guarantors and the Trustee are authorized to amend the Senior Notes Indenture with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding; 

WHEREAS, the Issuers have distributed an Exchange Offer and Consent Solicitation Prospectus, dated July 12, 2012 (the
“Prospectus”), and accompanying Letter of Transmittal and Consent, dated July 12, 2012 (the “Letter of Transmittal”) to the Holders of the Senior Notes in connection with their solicitation of consents (the
“Consent Solicitation”) to the proposed amendments to the Senior Notes Indenture set forth herein (the “Proposed Amendments”), such consents to be obtained in connection with an exchange offer for the Senior Notes
(the “Exchange Offer”); 







 WHEREAS, the Holders of a majority in principal amount of the Senior Notes outstanding,
calculated in accordance with Section 2.09 of the Senior Notes Indenture, have consented to the Proposed Amendments and the Issuers have delivered to the Trustee an Officers’ Certificate certifying that such consents have been received;

 WHEREAS, the Issuers and Senior Note Guarantors are authorized to execute and deliver this Fifth Senior Notes Supplemental
Indenture; 
 Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the
Senior 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 Senior Note Guarantor covenant and agree as follows: 

1. Elimination of Provisions. 
 (a) The text of and introductory heading to each Section of the Senior Notes Indenture listed below (excluding the Section number at the beginning of each such Section) are deleted in their entirety and
the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such Sections are deleted in their entirety: 
  

	 	1.	SECTION 4.02 Reports and Other Information.; 

  

	 	2.	SECTION 4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.; 


 

	 	3.	SECTION 4.04 Limitation on Restricted Payments.; 

  

	 	4.	SECTION 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries.; 


 

	 	5.	SECTION 4.06 Asset Sales.; 

  

	 	6.	SECTION 4.07 Transactions with Affiliates.; 

  

	 	7.	SECTION 4.08 Change of Control.; 

  

	 	8.	SECTION 4.11 Future Senior Note Guarantors.; 

  

	 	9.	SECTION 4.12 Liens.; 

  

	 	10.	SECTION 4.13 Foreign Subsidiaries.; 


  
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	 	11.	SECTION 4.18 Amendment of 2007 Senior Subordinated Notes.; 

  

	 	12.	SECTION 4.19 Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status.; 


 

	 	13.	SECTION 4.20 Fiscal Year.; and 

  

	 	14.	SECTION 4.21 Certain Country Limitations. 

 (b) The text of each of clauses (a)(iii), (a)(iv), (a)(vi) and (b)(ii) of Section 5.01 (entitled “When the Issuers, BP I or BP II May Merge or Transfer Assets.”), excluding the paragraph
letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such clauses are deleted in their entirety. 

(c) The text of each of paragraphs (c), (d), (e) and (h) of Section 6.01 (entitled “Events of Default.”),
excluding the paragraph letter at the beginning of each such paragraph, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such paragraphs are deleted in their entirety.

 (d) The text of each of clauses (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) and (a)(vii) of Section 8.02 (entitled
“Conditions to Defeasance.”), excluding the paragraph letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references
to such clauses are deleted in their entirety. 
 2. Elimination of Definitions. Any definition set forth in
Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than the provisions listed in Section 1 of this Fifth Senior Notes Supplemental Indenture above (the
“Exclusive Definitions”), and any definition set forth in Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than in the Exclusive
Definitions, is deleted in its entirety. 
 3. Ratification of Senior Notes Indenture; Fifth Senior Notes Supplemental
Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior 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
Fifth Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby. 

  
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 4. Governing Law. THIS FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 5. Trustee Makes No Representation. The
Trustee makes no representation as to the validity or sufficiency of this Fifth Senior Notes Supplemental Indenture. 
 6.
Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior 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
Fifth Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Fifth Senior Notes Supplemental Indenture against the Issuers and 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 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 Fifth Senior 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 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 Notes. 
 7. Duplicate Originals. The parties may
sign any number of copies of this Fifth Senior Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 

  
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 9. No Adverse Interpretation of Other Agreements. This Fifth Senior 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 Fifth Senior
Notes Supplemental Indenture. 
 10. 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 Note Guarantors under the Senior Notes, this Fifth Senior 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 Notes by accepting a Senior Note waives and releases all such liability. The waiver may not be effective to
waive liabilities under the federal securities laws. 
 11. Successors and Assigns. All covenants and agreements of the
Issuers and BP I in this Fifth Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Fifth Senior Notes Supplemental Indenture shall bind its successors and
assigns. 
 12. Severability. In case any one or more of the provisions contained in this Fifth Senior Notes Supplemental
Indenture or the Senior 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 Fifth Senior Notes Supplemental
Indenture or the Senior Notes. 
 13. 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: 
 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 4-E 
 New York, NY 10286 
 Attn: International Corporate Trust 

Fax: (212) 815-5366 
 catherine.donohue@bnymellon.com 
 lesley.daley@bnymellon.com 

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

  
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 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 LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS GROUP ISSUER INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Officer


  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	REYNOLDS GROUP HOLDINGS LIMITED
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory
		
		 	Witnessed by:
		
		 	 /s/ Karen Mower

		 	Name: Karen Mower
		 	Title: Attorney
		 	Address: Sydney, Australia


  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	BAKERS CHOICE PRODUCTS, INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	REYNOLDS PRESTO PRODUCTS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	REYNOLDS CONSUMER PRODUCTS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	REYNOLDS SERVICES INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	SIG HOLDING USA, LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	SIG COMBIBLOC INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary


  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
					
		 	REYNOLDS GROUP HOLDINGS INC.
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Secretary
		
		 	 REYNOLDS CONSUMER PRODUCTS
 HOLDINGS LLC

			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Vice President & Secretary
		
		 	EVERGREEN PACKAGING INC.
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Secretary
		
		 	EVERGREEN PACKAGING USA INC.
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Secretary


  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
					
		 	CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	SOUTHERN PLASTICS INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	CLOSURE SYSTEMS INTERNATIONAL INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary


  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
					
		 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	CSI MEXICO LLC
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary
		
		 	CSI SALES & TECHNICAL SERVICES INC.
			
		 	By:	 	 /s/ Stephanie A. Blackman

		 	Name:	 	Stephanie A. Blackman
		 	Title:	 	Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	 EVERGREEN PACKAGING INTERNATIONAL
 (US) INC.

		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	BLUE RIDGE HOLDING CORP.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	BRPP, LLC
		
	By:	 	BLUE RIDGE PAPER PRODUCTS INC.,
		 	its Sole Member and Manager
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	BLUE RIDGE PAPER PRODUCTS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS PACKAGING HOLDINGS LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President & Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
					
		 	REYNOLDS FLEXIBLE PACKAGING INC.
			
		 	By:	 	 /s/ Joseph E. Doyle

		 	Name:	 	Joseph E. Doyle
		 	Title:	 	Assistant Secretary
		
		 	REYNOLDS FOOD PACKAGING LLC
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Assistant Secretary
		
		 	REYNOLDS PACKAGING KAMA INC.
			
		 	By:	 	 /s/ Joseph E. Doyle

		 	Name:	 	Joseph E. Doyle
		 	Title:	 	Vice President & Assistant Secretary
		
		 	REYNOLDS PACKAGING LLC
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Assistant Secretary
		
		 	ULTRA PAC, INC.
			
		 	By:	 	 /s/ Joseph E. Doyle

		 	Name:	 	Joseph E. Doyle
		 	Title:	 	Vice President & Assistant Secretary
		
		 	NEWSPRING INDUSTRIAL CORP.
			
		 	By:	 	 /s/ Helen Dorothy Golding

		 	Name:	 	Helen Dorothy Golding
		 	Title:	 	Vice President



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	PACTIV LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President
	
	PACTIV GERMANY HOLDINGS, INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President
	
	PACTIV INTERNATIONAL HOLDINGS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President
	
	PACTIV MANAGEMENT COMPANY LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	PCA WEST INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President
	
	PWP INDUSTRIES, INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President
	
	PRAIRIE PACKAGING, INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Vice President



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	RENPAC HOLDINGS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	REYNOLDS MANUFACTURING, INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Secretary
	
	GRAHAM PACKAGING COMPANY INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	BCP/GRAHAM HOLDINGS L.L.C.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GPC HOLDINGS LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









							
	 Signed, sealed and delivered by

WHAKATANE MILL AUSTRALIA
 PTY LIMITED by the
party’s attorney
 pursuant to power of attorney dated 29
 February 2012 who states that no
 notice of revocation of the power of

attorney has been received in the
 presence
of:
	 	 )
 )

)
 )

)
 )

)
	 		 	
				
	         /s/ Karen Mower
	 		 		 	 /s/ Cindi Lefari

	Witness	 		 		 	Attorney
				
	         Karen Mower
	 		 		 	 Cindi Lefari

	Name of Witness	 		 		 	Name of Attorney

  

  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	SIG AUSTRIA HOLDING GMBH
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG COMBIBLOC GMBH
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG COMBIBLOC GMBH & CO KG
	
	REPRESENTED BY ITS GENERAL
	PARTNER SIG COMBIBLOC GMBH
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CLOSURE SYSTEMS INTERNATIONAL
	(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
		
	By:	 	 /s/ Guilherme Rodgrigues Miranda

	Name:	 	Guilherme Rodrigues Miranda
	Title:	 	Manager
	
	SIG BEVERAGES BRASIL LTDA.
		
	By:	 	 /s/ Felix Colas Morea

	Name:	 	Felix Colas Morea
	Title:	 	Manager
	
	SIG COMBIBLOC DO BRASIL LTDA.
		
	By:	 	 /s/ Ricardo Lança Rodriguez

	Name:	 	Ricardo Lança Rodriguez
	Title:	 	Manager
		
	By:	 	 /s/ Lutz Knut Braune

	Name:	 	Lutz Knut Braune
	Title:	 	Manager



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CSI LATIN AMERICAN HOLDINGS CORPORATION
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	EVERGREEN PACKAGING CANADA LIMITED
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	PACTIV CANADA INC.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CSI CLOSURE SYSTEMS
	 MANUFACTURING DE CENTRO
 AMERICA SOCIEDAD DE
 RESPONSABILIDAD LIMITADA

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Attorney-in-Fact



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG BEVERAGES GERMANY GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG COMBIBLOC GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	SIG COMBIBLOC SYSTEMS GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG COMBIBLOC HOLDING GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG COMBIBLOC
	ZERSPANUNGSTECHNIK GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG INTERNATIONAL SERVICES GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SIG BETEILIGUNGS GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	SIG INFORMATION TECHNOLOGY GMBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	OMNI-PAC EKCO GMBH
	VERPACKUNGSMITTEL
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	OMNI-PAC GMBH
	VERPACKUNGSMITTEL
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









			
	SIG Euro Holding AG & CO. KGaA
	
	 towards all parties to this Agreement other than SIG
 Schweizerische Industrie-Gesellschaft AG,
 acting through its general partner
(Komplementär)
 SIG Schweizerische Industrie-Gesellschaft AG

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	 towards SIG Schweizerische Industrie-Gesellschaft AG,
 acting through its supervisory board (Aufsichtsrat),
 represented by the chairman of the
supervisory board
 acting as its authorized representative

		
		 	 /s/ Rolf Stangl

	Name:	 	Rolf Stangl
	Title:	 	Chairman of the supervisory board


  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	SIG ASSET HOLDINGS LIMITED
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CLOSURE SYSTEMS INTERNATIONAL
	(HONG KONG) LIMITED
		
	By:	 	 /s/ Karen Michelle Mower

	Name:	 	Karen Michelle Mower
	Title:	 	Authorized Signatory
	
	SIG COMBIBLOC LIMITED
		
	By:	 	 /s/ Karen Michelle Mower

	Name:	 	Karen Michelle Mower
	Title:	 	Authorized Signatory
	
	EVERGREEN PACKAGING (HONG KONG)
	LIMITED
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Michelle Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	CSI HUNGARY KFT.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	 CLOSURE SYSTEMS INTERNATIONAL
 HOLDINGS (JAPAN) KK

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Attorney
	
	 CLOSURE SYSTEMS INTERNATIONAL
 JAPAN, LIMITED

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Attorney



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	 EVERGREEN PACKAGING

(LUXEMBOURG) S.À.R.L.

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	CSI EN ENSENADA, S. DE R.L. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	CSI TECNISERVICIO, S. DE R.L. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	CSI EN SALTILLO, S. DE R.L. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	 EVERGREEN PACKAGING MÉXICO, S. DE
 R.L. DE C.V.

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	 REYNOLDS METALS COMPANY DE
 MÉXICO, S. DE R.L. DE C.V.

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	 PACTIV FOODSERVICE MÉXICO, S. DE
 R.L. DE C.V.

		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









			
	GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	PACTIV MÉXICO, S. DE R.L. DE C.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









			
	CLOSURE SYSTEMS INTERNATIONAL B.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	EVERGREEN PACKAGING INTERNATIONAL B. V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory
	
	REYNOLDS PACKAGING INTERNATIONAL B.V.
		
	By:	 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	WHAKATANE MILL LIMITED
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory
		
		 	Witnessed By:
		
		 	 /s/ Karen Mower

	Name:	 	Karen Mower
	Title:	 	Attorney
	 Address:
	 	 Sydney, Australia




  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









			
	SIG COMBIBLOC GROUP AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG COMBIBLOC (SCHWEIZ) AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG ALLCAP AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG TECHNOLOGY AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG COMBIBLOC PROCUREMENT AG
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 









			
	SIG COMBIBLOC LTD.
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	SIG HOLDINGS (UK) LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	SIG COMBIBLOC LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	REYNOLDS SUBCO (UK) LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	CLOSURE SYSTEMS INTERNATIONAL
	(UK) LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	IVEX HOLDINGS, LTD.
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	KAMA EUROPE LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	OMNI-PAC U.K. LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	THE BALDWIN GROUP LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney
	
	J. & W. BALDWIN (HOLDINGS) LIMITED
		
	By:	 	 /s/ Cindi Lefari

	Name:	 	Cindi Lefari
	Title:	 	Attorney



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	GRAHAM PACKAGING PX COMPANY
		
	By:	 	GRAHAM PACKAGING PX, LLC,
		 	its general partner
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING PX, LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GPACSUB LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GPC CAPITAL CORP. I
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GPC CAPITAL CORP. II
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	GPC OPCO GP LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GPC SUB GP LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING ACQUISITION CORP.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING COMPANY, L.P.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING GP ACQUISITION LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING LC, L.P.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	GRAHAM PACKAGING LP ACQUISITION LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING PET
	TECHNOLOGIES INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING PLASTIC
	PRODUCTS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING PX HOLDING CORPORATION
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING REGIOPLAST
	STS INC.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	GRAHAM PACKAGING MINSTER LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	 GRAHAM PACKAGING HOLDINGS
 COMPANY

		
	By:	 	BCP/GRAHAM HOLDINGS L.L.C.,
		 	its general partner
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM RECYCLING COMPANY, L.P.
		
	By:	 	GPC SUB GP LLC, its general partner
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	GRAHAM PACKAGING WEST JORDAN, LLC
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Assistant Secretary
	
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS) 








 
			
	 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



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)