exv4w14w4






Exhibit 4.14.4




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Austrian addressee.



To: The Bank of New York Mellon and Wilmington Trust (London) Limited, as Collateral Agents,
and each Representative under the First Lien Intercreditor Agreement (in each case, as such terms
are defined below)





     JOINDER (this “Joinder”) dated as of September 8,
2011 to the First Lien Intercreditor Agreement dated as of
November 5, 2009 as amended by Amendment No. 1 and Joinder
Agreement dated as of January 21, 2010 (as further amended or
supplemented from time to time, the “First Lien Intercreditor
Agreement”), among THE BANK OF NEW YORK MELLON AND WILMINGTON
TRUST (LONDON) LIMITED, as collateral agents for the Secured
Parties (in such capacity and together with their respective
successors in such capacity, the “Collateral Agents”),
CREDIT SUISSE AG, as Representative for the Credit Agreement
Secured Parties (in such capacity and together with its successors
in such capacity, the “Administrative Agent”), THE BANK OF
NEW YORK MELLON, as Representative for the Indenture Secured
Parties (in such capacity and together with its successors in such
capacity, the “2009 Senior Secured Notes Trustee”), THE
BANK OF NEW YORK MELLON, as Representative (together with its
successors in such capacity, the “2010 Senior Secured Notes
Trustee”) under that certain Indenture, dated as of October
15, 2010, among Escrow Issuers (as defined therein), the Bank of
New York Mellon and Wilmington Trust (London) Limited, THE BANK OF
NEW YORK MELLON, as Representative (together with its successors
in such capacity, the “2011 Senior Secured Notes Trustee”)
under that certain Indenture, dated as of February 1, 2011, among
Issuers (as defined therein), the Bank of New York Mellon and
Wilmington Trust (London) Limited, each GRANTOR party thereto (the
“Grantors”) and each
additional Representative from time to time party thereto for
the Additional Secured Parties of the Series with respect to which
it is acting in such capacity.



 









 





          A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the First Lien Intercreditor Agreement.




          B. The Collateral Agents, the Administrative Agent, the 2009 Senior Secured Notes Trustee,
the 2010 Senior Secured Notes Trustee, the 2011 Senior Secured Notes Trustee, the Grantors from
time to time party thereto and each additional Representative from time to time party thereto have
entered into the First Lien Intercreditor Agreement and pursuant to clause (ii) of Section 5.02(c)
of the First Lien Intercreditor Agreement in order to create a Series of Additional Obligations,
the undersigned Representative (the “New Representative”) is executing this Joinder as
Representative on behalf of the Series of Secured Parties it represents with respect to such
Additional Obligations under the First Lien Intercreditor Agreement.




          C. Pursuant to the terms of the First Lien Intercreditor Agreement, the Grantors have entered
into an Additional Agreement under which the Grantors have incurred Additional Obligations. Such
Additional Agreement is the Indenture dated as of August 9, 2011 (as supplemented by the
Supplemental Indentures (as defined below), the “New Senior Secured Notes Indenture”)
relating to the issuance of $1,500 million aggregate principal amount of 7.875% senior secured
notes due 2019 among RGHL US Escrow II Inc. and RGHL US Escrow II LLC. (together, the “Escrow
Issuers”), The Bank of New York Mellon, as trustee, principal paying agent, registrar, transfer
agent and collateral agent, The Bank of New York Mellon, London Branch, as paying agent and
Wilmington Trust (London) Limited, as additional collateral agent, as supplemented by (i) the First
Senior Secured Notes Supplemental Indenture, dated as of the date herof, (the “First
Supplemental Indenture”), among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds
Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors (as defined therein), The Bank
of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral
agent, and Wilmington Trust (London) Limited, as additional collateral agent, and (ii) the Second
Senior Secured Notes Supplemental Indenture, dated as of the date hereof (the “Second
Supplemental Indenture” and, together with the First Supplemental Indenture, the
“Supplemental Indentures”), among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc.,
Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., the
Additional Senior Secured Note Guarantors (as defined therein), The Bank of New York Mellon, as
trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington
Trust (London) Limited, as additional collateral agent.




          D. Pursuant to the terms of the New Senior Secured Notes Indenture and the Security Documents
(as defined therein), the Secured Obligations (as defined therein) are secured by the Collateral,
and immediately following the effectiveness of this Joinder, shall constitute Additional
Obligations under the First Lien Intercreditor Agreement. In connection with the execution of this
Joinder, Holdings has on or prior to the date hereof
delivered a certificate signed by a Responsible Officer of Holdings as required under Section
5.02(c)(i) of the First Lien Intercreditor Agreement.




          E. In consideration of the mutual agreements contained in the First Lien Intercreditor
Agreement and other good and valuable consideration, the receipt and





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sufficiency of which are
hereby acknowledged, the New Representative, on behalf of the Series of Secured Parties it
represents, hereby agrees as follows.




          SECTION 1. In accordance with the First Lien Intercreditor Agreement, the New Representative
by its signature below becomes a Representative under the First Lien Intercreditor Agreement with
the same force and effect as if originally named therein as a Representative and the New
Representative hereby agrees to all the terms and provisions of the First Lien Intercreditor
Agreement applicable to it as a Representative thereunder. Each reference to a “Representative” in
the First Lien Intercreditor Agreement shall be deemed to include the New Representative. The
First Lien Intercreditor Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Representative represents and warrants to the Collateral Agents, each
other Representative and the Secured Parties that this Joinder has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
the enforcement of creditors’ rights generally (regardless of whether enforcement is considered in
a proceeding at law or in equity) and subject to general principles of equity.




          SECTION 3. This Joinder shall become effective when the Collateral Agents shall have received
a counterpart of this Joinder that bears the signature of the New Representative. Delivery of an
executed signature page to this Joinder by facsimile transmission or e-mail shall be effective as
delivery of a manually signed counterpart of this Joinder.




          SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement
shall remain in full force and effect.




          SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 6. Any provision of this Joinder held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder and under the First Lien Intercreditor
Agreement to the New Representative shall be given to it at its address set forth below, or to such
other address as such New Representative may hereafter specify.





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          SECTION 8. The New Representative agrees to reimburse the Collateral Agents for their
respective reasonable out-of-pocket expenses in connection with this Joinder, including the fees,
other charges and disbursements of counsel for the Collateral Agents.




[Remainder of Page Intentionally Left Blank]



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          IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien
Intercreditor Agreement as of the day and year first above written.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 

Trustee under the New Senior Secured 

Notes Indenture

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





Address for Notices:




The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286

Attn: International Corporate Trust

Fax: (212) 815-5366

Email: catherine.donohue@bnymellon.com;

lesley.daley@bnymellon.com



Signature Page to Joinder to 

First Lien Intercreditor Agreement



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