exv4w1w11






EXHIBIT 4.1.11




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.





     ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental
Indenture”) dated as of November 9, 2010 by and among the Issuers (as
defined below), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”),
Reynolds Acquisition Corporation (the “Additional Note Guarantor”), THE
BANK OF NEW YORK MELLON, as trustee (the “Trustee”) and with respect to
collateral of the Additional Note Guarantor, as collateral agent (the
“Original Collateral Agent”) under the indenture referred to below and
WILMINGTON TRUST (LONDON) LIMITED, as collateral agent (the “Additional
Collateral Agent” and, together with the Original Collateral Agent, the
“Collateral Agents”), with respect to the collateral listed in Appendix B,
as amended and restated, of Amendment No.1 and Joinder Agreement to the
First Lien Intercreditor Agreement, dated as of January 21, 2010 (the
“FLICA Joinder”).



W I T N E S S E T H :




          WHEREAS 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”), BP I and certain affiliates of the Issuers, as Note Guarantors, have heretofore
executed and delivered to the Trustee a supplemental indenture (the “First Supplemental Indenture”)
dated as of November 5, 2009, a supplemental indenture (the “Second Supplemental Indenture”) dated
as of December 2, 2009, a supplemental indenture (the “Third Supplemental Indenture”) dated as of
January 29, 2010, a supplemental indenture (the “Fourth Supplemental Indenture”) dated as of
February 2, 2010, a supplemental indenture (the “Fifth Supplemental Indenture”) dated as of
February 25, 2010, a supplemental indenture (the “Sixth Supplemental Indenture”) dated as of March
4, 2010, a supplemental indenture (the “Seventh Supplemental Indenture”) dated as of March 30,
2010, a



 









 




supplemental indenture (the “Eighth Supplemental Indenture”) dated as of May 4, 2010, a
supplemental indenture (the “Ninth Supplemental Indenture”) dated as of June 17, 2010 and a
supplemental indenture (the “Tenth Supplemental Indenture”) dated as of September 1, 2010 to the
indenture dated as of November 5, 2009 (the “Original Indenture”, and together with the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture,
the Seventh Supplemental Indenture, the Eighth Supplemental Indenture the Ninth Supplemental
Indenture and the Tenth Supplemental Indenture, the “Indenture”), in respect of the issuance of an
aggregate principal amount of $1,125,000,000 of 7.75% Senior Secured Notes due 2016 (the “Dollar
Notes”) and an aggregate principal amount of €450,000,000 of 7.75% Senior Secured Notes due 2016
(the “Euro Notes” and, together with the Dollar Notes, the “Notes”);




          WHEREAS pursuant to a joinder agreement dated as of November 9, 2010 to the Senior Secured
Credit Facilities, the Additional Note Guarantor will become a guarantor under the Senior Secured
Credit Facilities;



          WHEREAS pursuant to Section 4.11 of the Indenture, each Restricted Subsidiary (unless such
Subsidiary is an Issuer, a Note Guarantor or a Receivables Subsidiary) that guarantees, assumes or
in any other manner becomes liable with respect to any Indebtedness under any Credit Agreement is
required to execute and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee payment and the other obligations under the Notes and the
Indenture;



          WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral
of the Additional Note Guarantor;



          WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate
collateral agent with respect to the Designated Collateral (as defined in the FLICA Joinder) under
the Indenture;



          WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, the Original Collateral
Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the
Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this
Eleventh Supplemental Indenture;



          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Indenture.



          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Additional Note
Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as
follows:



          1. Amendment of the Indenture. The Additional Note Guarantor hereby agrees to
unconditionally guarantee the obligations under the Notes and the Indenture on



 









 




the terms and subject to the conditions set forth in Article X of the Indenture and to be
bound by all other applicable provisions of the Indenture.




          2. Ratification of Indenture; Eleventh Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. Following the
date hereof, all of the covenants set forth in Article IV of the Indenture shall be deemed to have
been applicable to the Additional Note Guarantor beginning as of the Issue Date as if the
Additional Note Guarantor had been party thereto on such date, and any action or inaction taken by
the Additional Note Guarantor after the Issue Date and prior to the date hereof prohibited by the
Indenture, shall be deemed a Default by the Additional Note Guarantor, as applicable, under the
Indenture as of the date hereof. This Eleventh Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of a Note heretofore or hereafter authenticated and
delivered shall be bound hereby. The Additional Note Guarantor hereby agrees to (i) be bound by
and become a party to the First Lien Intercreditor Agreement, as amended, supplemented, or
otherwise modified from time to time, as if originally named Guarantors therein and (ii) be bound
by and become a party to the Existing Intercreditor Agreement, as if originally named Obligors
therein, by executing and delivering accession deeds to such Existing Intercreditor Agreement in
form and substance reasonably satisfactory to the Security Trustee thereunder.



          3. Governing Law. THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL NOTE GUARANTOR
AGREES TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO JURISDICTION,
WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN,
NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL BY JURY.



          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Eleventh Supplemental Indenture or any Guarantee referenced herein.



          5. Collateral Agent Makes No Representation. Neither Collateral Agent makes any
representation as to the validity or sufficiency of this Eleventh Supplemental Indenture or any
Guarantee referenced herein.



          6. Duplicate Originals. The parties may sign any number of copies of this Eleventh
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



          7. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



 









 





          8. No Adverse Interpretation of Other Agreements. This Eleventh 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 Eleventh Supplemental Indenture.



          9. No Recourse Against Others. No director, officer, employee or manager of the
Additional Note Guarantor will have any liability for any obligations of the Issuers, Note
Guarantors or Additional Note Guarantor under the Notes, the Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the guarantee of the obligations under the Notes and the Indenture by the
Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal
securities laws.



          10. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantor, subject to
Section 10.08 of the Original Indenture, jointly and severally shall indemnify the Trustee and each
of the Collateral Agents (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 Eleventh Supplemental
Indenture or the Note Guarantees provide herein against the Issuers, BP I or a Note Guarantor
(including this Section) and defending against or investigating any claim (whether (i) asserted by
the Issuers, BP I, the Additional Note Guarantor, any Holder or any other Person or (ii) with
respect to any action taken by the Trustee or the Collateral Agents under the Existing
Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor
Agreement or any other agreement referenced herein). The obligation to pay such amounts shall
survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee
or any Collateral Agent. The Trustee and the Collateral Agents 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 the Issuers, BP I or any Note
Guarantor executing this Eleventh 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, BP I and the Additional Note Guarantor, 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, BP I and the other Note Guarantors in
this Section, the Trustee shall have a Lien prior to the 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
particular Notes.



 









 





          11. Successors and Assigns. All covenants and agreements of the Issuers, BP I and
the Additional Note Guarantor in this Eleventh Supplemental Indenture and the Notes shall bind
their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in
this Eleventh Supplemental Indenture shall bind its successors and assigns.



          12. Severability. In case any one or more of the provisions contained in this
Eleventh Supplemental Indenture or the 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 Eleventh Supplemental Indenture or the 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 the Additional Note Guarantor:



Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attention: Helen Golding

Fax: (64-9) 366 6263



If to the Trustee, Original Collateral Agent:



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



If to the Additional Collateral Agent:



Wilmington Trust (London) Limited

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




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






 









 







     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 INC.

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

 	 
	 	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 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Officer 	 
	 
	 	REYNOLDS ACQUISITION CORPORATION

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 



Eleventh Supplemental Indenture





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent,

Registrar and Original Collateral Agent

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



Eleventh Supplemental Indenture





 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as

Additional Collateral Agent

 	 
	 	By:  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Relationship Manager 	 
	 



Eleventh Supplemental Indenture