exv4w6w11






EXHIBIT 4.6.11



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 SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Eleventh Senior
Notes Supplemental Indenture”) dated as of September 8, 2011 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,
registrar and transfer agent, to the indenture dated as of February 1, 2011,
as amended or supplemented (the “Senior Notes Indenture”), in respect of the
issuance of an aggregate principal amount of $1,000,000,000 of 8.250% Senior
Notes due 2021 (the “Senior Notes”).



W I T N E S S E T H :




          WHEREAS pursuant to Section 9.01(a)(i) of the Senior Notes Indenture, the Trustee, BP I and
the Issuers are authorized (i) to amend the Senior Notes Indenture to cure an ambiguity, omission,
mistake, defect or inconsistency and (ii) to execute and deliver this Eleventh 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 covenants
and agrees as follows:



          1. Amendment to Senior Notes Indenture. The Senior Notes Indenture is hereby amended
by deleting clauses (2) and (3) of the definition of “Cumulative Credit” in Section 1.01 in their
entirety and replacing them with the following:



 









 





          “(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property
other than cash received by BP I or BP II after the RP Reference Date (other than net proceeds to
the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred
Stock pursuant to Section 4.03(b)(xxii)) from the issue or sale of Equity Interests of BP I or BP
II or Subordinated Shareholder Funding to BP I or BP II (excluding Refunding Capital Stock (as
defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock),
including Equity Interests issued upon exercise of warrants or options (other than an issuance or
sale to a Restricted Subsidiary); plus



          (3) 100% of the aggregate amount of contributions to the capital of BP I or BP II received in
cash and the Fair Market Value of property other than cash received after the RP Reference Date
(other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and
Disqualified Stock and other than contributions to the extent such contributions have been used to
Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii); plus”



          2. Ratification of Senior Notes Indenture; Eleventh 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 Eleventh 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.



          3. Governing Law. THIS ELEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Eleventh Senior Notes Supplemental Indenture.



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



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



          7. No Adverse Interpretation of Other Agreements. This Eleventh 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 Eleventh Senior Notes Supplemental Indenture.



          8. 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 under the Senior Notes, this
Eleventh 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



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Note waives and releases all such liability. The waiver may not be effective to waive
liabilities under the federal securities laws.




          9. 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 Eleventh Senior Notes Supplemental Indenture or Senior Note Guarantee
provided herein against the Issuers or 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 the Issuers or BP I 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 particular Senior
Notes.



          10. Successors and Assigns. All covenants and agreements of the Issuers in this
Eleventh Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective
successors and assigns. All agreements of the Trustee in this Eleventh Senior Notes Supplemental
Indenture shall bind its successors and assigns.



          11. Severability. In case any one or more of the provisions contained in this
Eleventh 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 Eleventh Senior Notes Supplemental Indenture or the
Senior Notes.



          12. 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:




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if to any of the Issuers:



Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

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




          13. Amendments and Modification. This Eleventh 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.



          14. Effectiveness. This Eleventh Senior Notes Supplemental Indenture is effective as
of February 1, 2011.



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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 — 2011)



 









 





	 	 	 	 	 
	 	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 — 2011)