exv4w3w11






Exhibit 4.3.11



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 SECURED NOTES SUPPLEMENTAL INDENTURE (this “Eleventh Senior
Secured 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
Secured Note Guarantor”), The Bank of New York Mellon, as trustee (the “Trustee”),
principal paying agent, transfer agent, registrar and collateral agent (the
“Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional
collateral agent (the “Additional Collateral Agent”), to the indenture dated as of
October 15, 2010, as amended or supplemented (the “Senior Secured Notes
Indenture”), in respect of the issuance of an aggregate principal amount of
$1,500,000,000 of 7.125% Senior Secured Notes due 2019 (the “Senior Secured
Notes”).



W I T N E S S E T H :




     WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted
Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured 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 Secured Notes and the Senior Secured Notes Indenture;




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



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



     Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior Secured 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
Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Trustee and
the Holders of the Senior Secured Notes as follows:



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




          2. Ratification of Senior Secured Notes Indenture; Eleventh Senior Secured Notes
Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended
hereby, the Senior Secured 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 Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture
for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated
and delivered shall be bound hereby.




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






2









 







BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY
RIGHT TO TRIAL BY JURY.




          4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No
Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make
no representations as to the validity or sufficiency of this Eleventh Senior Secured Notes
Supplemental Indenture.




          5. Duplicate Originals. The parties may sign any number of copies of this Eleventh
Senior Secured 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 Secured 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 Secured 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 Additional Senior
Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior
Secured Notes, this Eleventh Senior Secured 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
Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The
waiver and release are part of the consideration for the guarantee of the obligations under the
Senior Secured Notes and the Senior Secured Notes Indenture by the Additional Senior Secured 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 Secured Note Guarantor
executing this Eleventh Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of
the Senior Secured 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 Secured Notes Supplemental
Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I






3









 







or the Additional Senior Secured Note Guarantor (including this Section) and defending itself
against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional
Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action
taken by the Trustee under the 2007 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 Senior
Secured 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 Secured Note Guarantor
executing this Eleventh Senior Secured 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 Secured 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 Secured
Note Guarantor in this Section, the Trustee shall have a Lien prior to the Senior Secured 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 Secured Notes.



          10. Successors and Assigns. All covenants and agreements of the Issuers and the
Additional Senior Secured Note Guarantor in this Eleventh Senior Secured Notes Supplemental
Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All
agreements of the Trustee and each Collateral Agent in this Eleventh Senior Secured 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 Secured Notes Supplemental Indenture or the Senior Secured 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 Secured Notes
Supplemental Indenture or the Senior Secured 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:








4









 







if to any of the Issuers or the Additional Senior Secured 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, Original Collateral Agent, 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



and



if to the Additional Collateral Agent:



Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Paul Barton




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






5









 








     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 Secured Notes — October 2010)





 









 








	 	 	 	 	 	 	 

	 	 	BUCEPHALAS ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 






Supplemental Indenture — BAC Accession

(Senior Secured Notes — October 2010)





 









 






	 	 	 	 	 	 	 

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

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 






Supplemental Indenture — BAC Accession

(Senior Secured Notes — October 2010)





 









 






	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED, as Additional
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul Barton
 

Paul Barton
	 	 
	 

	 	Title:
	 	Relationship Manager	 	 







Supplemental Indenture — BAC Accession

(Senior Secured Notes — October 2010)