exv4w4w11







Exhibit 4.4.11



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to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
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Austrian addressee.





     ELEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Eleventh Senior
Notes Supplemental Indenture”) dated as of August 19, 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”),
Bucephalas Acquisition Corp. (the “Additional Senior Note Guarantor”), 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 4.11 of the Senior Notes Indenture, each Restricted
Subsidiary (unless such Subsidiary is an Issuer, a Senior 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 of the Issuers under the Senior Notes and the
Senior Notes Indenture;




          WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP
I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior
Note Guarantor with respect to any Senior Note 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, the Additional
Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee
and the Holders of the Senior Notes as follows:




          1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with
all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the
Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in
Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions
of the Senior Notes Indenture.




          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 AND THE ADDITIONAL
SENIOR 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 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 (i) 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 or (ii) director, officer, employee or manager of the Senior Note
Guarantor, 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
Note waives and








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releases all such liability. The waiver and release are part of the consideration for the
guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the
Additional Senior Note Guarantor. The waiver may not be effective to waive liabilities under the
federal securities laws.




          9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor
executing this Eleventh Senior Notes Supplemental Indenture, 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 a Senior Note Guarantee
provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this
Section) and defending itself against or investigating any claim (whether asserted by the Issuers,
BP I, the Additional Senior Note Guarantor, 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, BP I or the Additional Senior Note Guarantor executing this Eleventh 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, BP I and the
Additional Senior 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 Additional Senior Note
Guarantors 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.




          10. Successors and Assigns. All covenants and agreements of the Issuers and the
Additional Senior Note Guarantor 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.





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          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:




     if to any of the Issuers or the Senior Note Guarantor:


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 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:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

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

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

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

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Officer	 	 






Supplemental Indenture — BAC Accession

(Senior Notes — October 2010)





 









 








	 	 	 	 	 	 	 

	 	 	BUCEPHALAS ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Officer	 	 





Supplemental Indenture — BAC Accession

(Senior Notes — October 2010)





 









 






	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as Trustee,
Principal Paying Agent, Transfer Agent and
Registrar	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 





Supplemental Indenture — BAC Accession

(Senior Notes — October 2010)