exv4w14w1






EXHIBIT 4.14.1



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 email communication which refers to this document
in Austria or sending any email communication to which a PDF scan of this document is attached to
an Austrian addressee or sending any email 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 email
communication which refers to this document in Austria or sending any email communication to which
a PDF scan of this document is attached to an Austrian addressee or sending any email communication
carrying an electronic or digital signature which refers to this document to an Austrian addressee.





     AMENDMENT NO. 1 and JOINDER AGREEMENT, dated as of
January 21, 2010 (this “Agreement”), to that certain First
Lien Intercreditor Agreement dated as of November 5, 2009 (as
amended or supplemented from time to time, the “First Lien
Intercreditor Agreement”), by and among The Bank of New York
Mellon, as Collateral Agent (the “Existing Collateral
Agent”), Credit Suisse AG (formerly Credit Suisse), as
Representative for the Credit Agreement Secured Parties, The Bank
of New York Mellon, as Representative for the Indenture Secured
Parties, the grantors from time to time party thereto and the
representatives from time to time party thereto. Capitalized
terms used and not defined herein shall have the meanings assigned
to such terms in the First Lien Intercreditor Agreement.



          WHEREAS, pursuant to (a) Section 5.02(b) of the First Lien Intercreditor Agreement, a copy of
which is attached hereto as Annex A, the First Lien Intercreditor Agreement may be amended pursuant
to an agreement in writing by each Representative and the Collateral Agent, (b) Section 9.08(c) of
the Credit Agreement, the First Lien Intercreditor Agreement may be amended by the Administrative
Agent, Holdings and the Borrowers to effect administrative changes that are not adverse to any
Lender (each as defined in the Credit Agreement) and (c)(i) Section 4.20(b) of the Indenture, the
First Lien Intercreditor Agreement may be amended by the Trustee, at the direction of the Issuers
(as defined in the Indenture) and without the consent of secured noteholders, to add parties to the
First Lien Intercreditor Agreement and to make any other changes that do not adversely affect the
Notes in any material respect (each as defined in the Indenture) and (ii) Section 9.01(a)(xi) of
the Indenture, the First Lien Intercreditor Agreement may be amended by BP I, the Issuers, the
Trustee and the Collateral Agent to make any changes that do not adversely affect the rights of any
Holder (each as defined in the Indenture); and




          WHEREAS Wilmington Trust (London) Limited (the “Additional Collateral Agent”) has
indicated its willingness to act as a separate collateral agent under the First Lien Intercreditor
Agreement with respect to the Designated Collateral (as defined in Section 2 below);




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
contained herein, the parties hereto agree, effective as of the Effective Date (as defined in
Section 6 below), as follows:




          SECTION 1. The definition of the term “Collateral Agent” set forth in Section 1.01 of the
First Lien Intercreditor Agreement is hereby amended and restated in its entirety to read as
follows:




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          “Collateral Agent” means The Bank of New York Mellon, in its capacity as collateral
agent under this Agreement, any successor thereto and any other collateral agent acceptable to
Holdings and each Representative that executes a joinder in a form acceptable to Holdings and each
Representative pursuant to which it accedes to this Agreement as a co-collateral agent or
additional or separate collateral agent with respect to all or any portion of the Collateral, and
any successor to any such other collateral agent.




          SECTION 2. Each of the Representatives on behalf of the applicable Secured Parties hereby
agrees to the joinder of the Additional Collateral Agent as, and the Additional Collateral Agent
hereby agrees to act as, a separate collateral agent solely with respect to all Collateral
described in Annex B attached hereto (as it may be amended from time to time) and with respect to
which the Existing Collateral Agent is not acting as collateral agent under the First Lien
Intercreditor Agreement (such Collateral, the “Designated Collateral”).




          SECTION 3. In furtherance of the foregoing, each of the undersigned hereby acknowledges and
agrees that (a) the Additional Collateral Agent shall be bound by the terms and conditions, and
shall be entitled to the rights and benefits, applicable to a Collateral Agent under the First Lien
Intercreditor Agreement (including, in particular, those provisions contained in Article IV
thereof) with respect to the Designated Collateral with the same force and effect as if originally
named therein as a Collateral Agent and (b) each reference to the “Collateral Agent” in the First
Lien Intercreditor Agreement shall be deemed to include the Additional Collateral Agent with
respect to the Designated Collateral.




          SECTION 4. The Additional Collateral Agent hereby represents and warrants to the Existing
Collateral Agent and to each other party to the First Lien Intercreditor Agreement (as third party
beneficiaries where applicable) that this Agreement has been duly authorized, executed and
delivered by it and constitutes its legal, valid, binding and enforceable obligations, 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 5. Except as expressly set forth herein, the First Lien Intercreditor Agreement shall
remain in full force and effect. On and after the Effective Date, any reference to the First Lien
Intercreditor Agreement shall mean the First Lien Intercreditor Agreement as modified hereby.




          SECTION 6. This Agreement shall become effective upon the later of the date first set forth
above and the first date this Agreement may become effective pursuant to Section 9.08(c) of the
Credit Agreement (the “Effective Date”).




          SECTION 7. This Agreement may be executed in any number of counterparts, each of which shall
be an original and all of which, when taken together, shall constitute one agreement. Delivery of
an executed counterpart of a signature page of this Agreement by facsimile transmission or other
electronic imaging shall be effective as delivery of a manually executed counterpart of this
Agreement.




          SECTION 8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




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          SECTION 9. Each of the Existing Collateral Agent and the Additional Collateral Agent and each
Representative, on behalf of itself and the Secured Parties of the Series for whom it is acting,
irrevocably and unconditionally:




          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement, or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York in the borough of
Manhattan, the courts of the United States of America for the Southern District of New York, and
appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person (or its Representative) at the address referred to in Section 12;




          (d) agrees that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by law or shall limit the
right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 9 any special, exemplary,
punitive or consequential damages.




          SECTION 10. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.




          SECTION 11. Any provision of this Agreement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties to this Agreement 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.







3









 








          SECTION 12. All communications and notices hereunder shall (except as otherwise expressly
permitted by the First Lien Intercreditor Agreement) be in writing and given as provided in Section
5.01 of the First Lien Intercreditor Agreement. All communications and notices to the Additional
Collateral Agent hereunder and under the First Lien Intercreditor Agreement shall be given to it at
its address set forth below, or to such other address as the Additional Collateral Agent may
hereafter specify.



Wilmington Trust (London) Limited

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          SECTION 13. Each Issuer (under and as defined in the Indenture) acknowledges and agrees that
by its execution of this Agreement, it hereby instructs the Trustee (under and as defined in the
Indenture) to execute this Agreement pursuant to Section 4.20(b) under the Indenture.




[Remainder of Page Intentionally Left Blank]




4









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
set forth above.




	 	 	 	 	 	 	 

	 	 	REYNOLDS GROUP HOLDINGS LIMITED,
 as Grantor, on
behalf of itself and the other
 Grantors,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Phillip John Persnell West
 

Title:    Authorized Signatory
	 	 






	 	 	 	 	 	 	 

	 	 	REYNOLDS GROUP ISSUER LLC, as an
 Issuer under the Indenture,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Helen D. Golding
 

Title:    Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER INC., as an
 Issuer
under the Indenture,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Helen D. Golding
 

Title:    Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as an
Issuer under the Indenture,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Phillip John Persnell West
 

Title:    Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS
 (LUXEMBOURG) I S.A., as
a party to the
 Indenture,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Phillip John Persnell West
 

Title:    Authorized Signatory
	 	 






[Signature Page to Amendment No. 1 and Joinder Agreement]







 









 








	 	 	 	 	 	 	 

	 	 	REYNOLDS GROUP HOLDINGS INC., as a

Borrower under the Credit Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Helen D. Golding
 

Title:      Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS CONSUMER PRODUCTS
 HOLDINGS INC., as a
Borrower under the
 Credit Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Helen D. Golding
 

Title:      Vice President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	CLOSURE SYSTEMS INTERNATIONAL
 HOLDINGS INC., as a
Borrower under the
 Credit Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Helen D. Golding
 

Title:      Vice President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	SIG EURO HOLDING AG & CO. KGAA, as a
 Borrower under
the Credit Agreement, acting 
through its general
partner (Komplementär) SIG
 Reinag AG,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Phillip John Persnell West
 

Title:      Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	SIG AUSTRIA HOLDING GMBH, as a 
Borrower under the
Credit Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Phillip John Persnell West
 

Title:      Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	CLOSURE SYSTEMS INTERNATIONAL

B.V., as a Borrower under the Credit

Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Maurice Noest and Tim Landstra
 

Name:      Orangefield Trust (Netherlands) BV
	 	 
	 

	 	 	 	Title:      Proxyholder	 	 
	 

	 	 	 	Name:      Maurice Noest and Tim Landstra	 	 
	 

	 	 	 	Title:      Authorized signatories	 	 






[Signature Page to Amendment No. 1 and Joinder Agreement]




 









 





	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED,
 as Additional Collateral Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Elaine Lockhart
 

Name: Elaine Lockhart
	 	 






[Signature Page to Amendment No. 1 and Joinder Agreement]




 









 





	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as

Existing Collateral Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Margery A. Colloff
 

Name: Margery A. Colloff
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 and Joinder Agreement]




 









 





	 	 	 	 	 	 	 

	 	 	CREDIT SUISSE AG, CAYMAN
ISLANDS
 BRANCH, as Representative
for the Credit
 Agreement Secured
Parties and Administrative 
Agent
under the Credit Agreement,	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Doreen Barr
 

Title:    Director
	 	 
	 
	 	 	 	 	 	 
	 

	 	   by	 	 	 	 
	 

	 	 	 	     /s/ Christopher Reo Day
 

Title:    Associate
	 	 






[Signature Page to Amendment No. 1 and Joinder Agreement]




 









 





ANNEX A




FIRST LIEN INTERCREDITOR AGREEMENT



[to be attached]



Annex A




 









 





ANNEX B

DESIGNATED COLLATERAL




          All shares and other membership interests issued by, and all assets owned by (other than
Non-Designated Collateral (as defined below)), each Grantor organized under the laws of:





	 	(a)	 	Costa Rica;
	 
	 	(b)	 	Hungary;
	 
	 	(c)	 	Thailand; or
	 
	 	(d)	 	any other jurisdictions agreed to, in writing, by the
Existing Collateral Agent, the Additional Collateral Agent, each
Representative and Holdings at any time and from time to time (collectively,
the “Designated Jurisdictions”),




in each case where such shares, other membership interests or assets are or will become subject to
a Lien created under a Security Document including, without limitation, the following Security
Documents to be entered into on, or prior to, February 3, 2010:




          Costa Rica




          CSI Closure Systems Manufacturing de Centro America, S.R.L.





	 	1.	 	Pledge of Quotas Agreement entered into by Closure Systems
International B.V. (Netherlands) over its quotas in CSI Closure Systems
Manufacturing de Centro America, S.R.L.;





          Hungary




          Closure Systems International Holdings (Hungary) Kft.





	 	2.	 	Quota charge agreement over the quota in Closure Systems
International Holdings (Hungary) Kft. given by Closure Systems International
B.V. (Netherlands);
	 
	 	3.	 	Floating charge agreement;
	 
	 	4.	 	Bank account charge agreement;





          CSI Hungary Kft.





	 	5.	 	Quota charge agreement over the quota in CSI Hungary Gyártó
és Kereskedelmi Kft. given by Closure Systems International B.V.
(Netherlands);
	 
	 	6.	 	Floating charge agreement;
	 
	 	7.	 	Bank account charge agreement;





Annex B-1









 






	 	8.	 	Fixed charge agreement (in respect of certain moveables);
	 
	 	9.	 	Security over cash agreement over specific account(s) held in
England (under English law);





          Thailand




          SIG Combibloc Ltd.





	 	10.	 	Share Pledge over shares in SIG Combibloc Ltd. granted by SIG
Combibloc Holding GmbH (Germany);
	 
	 	11.	 	Conditional Assignment of Bank Accounts granted by SIG
Combibloc Ltd. as assignor; and
	 
	 	12.	 	Conditional Assignment of Receivables (including Intercompany
receivables and Trade receivables) granted by SIG Combibloc Ltd. as assignor.





          Notwithstanding anything to the contrary in this Agreement, including this Annex B, the
following assets (the “Non-Designated Collateral”) shall not constitute Designated
Collateral:





	 	1.	 	Shares or other membership interests (including shares of
Closure Systems International Holdings Inc. held by Closure Systems
International Holdings (Hungary) Kft.) of entities organized in jurisdictions
other than the Designated Jurisdictions; and
	 
	 	2.	 	Any other assets agreed, in writing, to be deemed
Non-Designated Collateral by the Existing Collateral Agent, the Additional
Collateral Agent, each Representative and Holdings at any time and from time
to time.






Annex B-2