exv4w4w16






Exhibit 4.4.16



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.





     SIXTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Sixteenth Senior
Notes Supplemental Indenture”) dated as of May 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. (“BP I”) and The
Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent,
transfer agent and registrar, to the indenture dated as of October 15, 2010,
as amended or supplemented (the “Senior Notes Indenture”), in respect of the
issuance of an aggregate principal amount of $1,500,000,000 of 9.000% Senior
Notes due 2019 (the “Senior Notes”).



W I T N E S S E T H :




               WHEREAS pursuant to Section 9.01(a)(xi) of the Senior Notes Indenture, the Trustee, BP I and
the Issuers are authorized (i) to amend the Senior Notes Indenture to make any change that does not
adversely affect the rights of any Holder and (ii) to execute and deliver this Sixteenth 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 BP I
covenant and agree as follows:



               1. Amendment of Section 10.06(b) of the Senior Notes Indenture. The Senior Notes
Indenture is hereby amended by deleting Section 10.06(b) in its entirety and replacing it with the
following:



 









 





               “(b) the release or discharge of the guarantee or other obligation by such Senior Note
Guarantor (other than RGHL) of the Senior Secured Credit Facilities or such other guarantee or
other obligation that resulted in the creation of such Senior Note Guarantee, except a release or
discharge by or as a result of payment under such guarantee;”



               2. Amendment of Section 10.07 of the Senior Notes Indenture. The Senior Notes
Indenture is hereby amended by deleting Section 10.07 in its entirety and replacing it with the
following:



               “Upon any occurrence specified in Section 10.06, the Trustee shall, at the instruction of and
at the cost of the Issuers, execute any documents reasonably requested of it to evidence such
release.”



               3. Ratification of Senior Notes Indenture; Sixteenth 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 Sixteenth 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.



               4. Governing Law. THIS SIXTEENTH 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 Sixteenth 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 acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Sixteenth 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 Sixteenth 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.



2









 





               (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 Sixteenth
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.



               9. No Adverse Interpretation of Other Agreements. This Sixteenth 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 Sixteenth 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 Sixteenth 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 Sixteenth Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective
successors and assigns. All agreements of the Trustee in this Sixteenth Senior Notes Supplemental
Indenture shall bind its successors and assigns.



               12. Severability. In case any one or more of the provisions contained in this
Sixteenth 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 Sixteenth 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





3









 







Fax: +6192686693

helen.golding@rankgroup.co.nz



and



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




               14. Amendments and Modification. This Sixteenth 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 D. Golding
 

	 	 
	 

	 	Name:
	 	Helen D. Golding	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Helen D. Golding	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER
 (LUXEMBOURG) S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Helen D. Golding	 	 
	 

	 	Title:
	 	Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS
 (LUXEMBOURG) I
S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Helen D. Golding	 	 
	 

	 	Title:
	 	Officer	 	 






Supplemental Indenture 

(Senior Notes — October 2010 — Guarantee Release)




 









 








	 	 	 	 	 	 	 

	 	 	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 —
October 2010 — Guarantee Release)