exv4w1w1






EXHIBIT 4.1.1



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.





     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as
of November 5, 2009 among REYNOLDS GROUP ESCROW LLC, a Delaware limited
liability company (the “LLC Escrow”), REYNOLDS GROUP DL ESCROW INC., a
Delaware Corporation (the “Corporate Escrow” and, together with the LLC
Escrow, the “Initial Issuers”), 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 “Ultimate Issuers”), the
affiliates of the Ultimate Issuers party hereto (the “Note Guarantors”)
and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent,
transfer agent, registrar and collateral agent under the indenture
referred to below (the “Trustee”).



W I T N E S S E T H :




          WHEREAS the Initial Issuers have heretofore executed and delivered to the Trustee an indenture
(the “Indenture”) dated as of November 5, 2009, 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
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 the gross proceeds of the issuance of the Notes and other funds were deposited by the
Initial Purchaser and the Initial Issuers into the Escrow Accounts at the closing of the offering
of the Notes;



 









 







          WHEREAS immediately after the execution of this Supplemental Indenture, the proceeds of the
issuance of the Notes will be released from the Escrow Account pursuant to Section 4(a) of the
Escrow Agreement (the “Escrow Release”);




          WHEREAS pursuant to Section 4.23 of the Indenture, as conditions to the Escrow Release, (i)
the Ultimate Issuers are required to execute and deliver this Supplemental Indenture and to assume
all of the obligations of the Initial Issuers under the Notes and the Indenture and to succeed the
Initial Issuers as the “Issuers” under the Indenture and cause the Initial Issuers to be released
from all obligations under the Notes and the Indenture and (ii) the Note Guarantors are required to
execute and deliver this Supplemental Indenture to jointly and severally with all other Note
Guarantors, unconditionally guarantee the obligations of the Issuers 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;




          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental 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 Initial Issuers,
the Ultimate Issuers and the Note Guarantors mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:




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




          2. Agreement to Assume; Release. The Ultimate Issuers hereby assume all of the
obligations of the Initial Issuers under the Notes and the Indenture and hereafter shall be deemed
the “Issuers” for all purposes under the Notes and the Indenture. The Initial Issuers are hereby
released from all obligations under the Notes and the Indenture.




          3. Agreement to Guarantee. The Note Guarantors hereby agree jointly and severally
with all other Note Guarantors, 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.




          4. Ratification of Indenture; 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 Ultimate Issuers, the Note Guarantors, BP II and the applicable Restricted
Subsidiaries beginning as of the Issue Date as if the Ultimate Issuers, the Note Guarantors and the
applicable Restricted Subsidiaries had been parties thereto on such date, and any action or
inaction taken by the Ultimate Issuers, the Note Guarantors, BP II or the applicable Restricted
Subsidiaries after the Issue Date and prior to the date hereof prohibited by the Indenture, shall
be






 









 







deemed a Default by the Ultimate Issuers, the Note Guarantors or the applicable Restricted
Subsidiaries, as applicable, under the Indenture as of the date hereof. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every noteholder heretofore or hereafter
authenticated and delivered shall be bound hereby. The Note Guarantors hereby agree to (i) be
bound by and become a party to, as if originally named Guarantors therein, the First Lien
Intercreditor Agreement 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.




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




          6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.




          7. Duplicate Originals. The parties may sign any number of copies of this
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 effect the construction thereof.




          9. No Adverse Interpretation of Other Agreements. This Supplemental Indenture may
not be used to interpret another indenture, loan or debt agreement of the Ultimate 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 Supplemental Indenture.




          10. 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 a Note Guarantor,
will have any liability for any obligations of the Ultimate Issuers under the Notes, this
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 issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.




          11. Successors and Assigns. All covenants and agreements of the Ultimate Issuers and
the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors
and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors
and assigns.




          12. Severability. In case any one or more of the provisions contained in this
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 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 any of the Ultimate Issuers or any Guarantor:


Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: (64-9) 366 6263




          14. Amendments and Modification. This 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 Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER LLC,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.



					
	 	
 	 
	by  	/s/ Helen Golding
 	 
	 	Name:  	Helen Dorothy Golding 	 
	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Supplemental Indenture





 









 






	 	 	 	 	 	 
	 	
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.

 	 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 
	 	 	CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À.R.L.

 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 
	 	 	REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À.R.L.

 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 
	 	 	SIG FINANCE (LUXEMBOURG) S.À.R.L.

 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 
	 	 	CLOSURE SYSTEMS INTERNATIONAL B.V.,

 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 



Signature Page to Supplemental Indenture





 









 








	 	 	 	 	 	 
	 	REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.,


 
	 	 	by  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Golding 	 
	 	 	 	Title:  	Authorized Signatory 	 


	 	 	 	 	 	 
	 	 	SIG Euro Holding AG & CO. KGaA



towards all parties to this Agreement other than SIG Reinag AG, acting through
its general partner (Komplementär) SIG Reinag AG
 
	 	 
	 	 	By  	/s/ Helen Golding
 	 
	 	 	 	Name:  	Helen Golding	 
	 	 	 	Title:  	Authorized Signatory 	 
	 	 
	 	towards SIG Reinag AG, acting through its supervisory board
(Aufsichtsrat), represented by the chairman of the supervisory
board acting as representative without power of attorney
(Vertreter ohne Vertretungsmacht) subject to the subsequent
ratification and approval of its action by the supervisory board
(Aufsichtsrat) and under exclusion of any personal liability
 


	 	 	 	 	 
	 	  	/s/ Rolf Stangl 	 
	 	 	Name:  	Rolf Stangl 	 
	 	 	Title:  	Chairman of the supervisory board 	 



Signature Page to Supplemental Indenture





 









 





	 	 	 	 	 
	 	SIG BEVERAGES GERMANY GMBH

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC HOLDING GMBH

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG VIETNAM BETEILIGUNGS GMBH

 	 
	 	by  	                /s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC GMBH

 	 
	 	by  	                   /s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 





Signature Page to Supplemental Indenture



 









 






	 	 	 	 	 
	 	SIG COMBIBLOC SYSTEMS GMBH

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC ZERPANUNGSTECHNIK GMBH

 	 
	 	by  	              /s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG INFORMATION TECHNOLOGY GMBH

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG INTERNATIONAL SERVICES GMBH

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND REAL ESTATE GMBH & CO. KG
 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 



Signature Page to Supplemental Indenture





 











 





					
	 	


CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

 	 



	 	 	 	 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	by  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney 	 



Signature Page to Supplemental Indenture




 









 








CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY



I, Mark Dunkley, of Sydney, Australia, Tax Director, certify:





	1.	 	That by deed dated October 15, 2009, Reynolds Group Holdings Limited of Auckland, New Zealand
appointed me its attorney.
	 
	2.	 	That I have not received notice of any event revoking the power of attorney.





	 	 	 	 	 	 	 	 	 

	Signed at

	 	this
	 	day of
	 	 	2009	 





SIGNED by




	 	 	 	 
	 	 
	/s/ Mark Dunkley
 	 
	Mark Dunkely 	 
	 	 



[Certificate of Non-Revocation for Supplemental Indenture]




 









 








	 	 	 	 	 
	 	SIG COMBIBLOC GROUP AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG FINANZ AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG TECHNOLOGY AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG ALLCAP AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 



Signature Page to Supplemental Indenture





 









 








	 	 	 	 	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 



					
	 	


SIG HOLDING USA, INC.

 	 
	 	By:  	/s/ Michelle Needham
 	 
	 	 	Name:  	Michelle Needham	 
	 	 	Title:  	 	 
	 



					
	 	


SIG COMBIBLOC INC.,

 	 
	 	By:  	/s/ Michelle Needham
 	 
	 	 	Name:  	Michelle Needham	 
	 	 	Title:  	 	 
	 	
REYNOLDS GROUP HOLDINGS, INC.,

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



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS, INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL, INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS PACKAGING MACHINERY INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS MEXICO HOLDINGS INC.,

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



Signature Page to Supplemental Indenture





 









 








					
	 	


CSI MEXICO LLC,

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


SOUTHERN PLASTICS INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	
CSI SALES & TECHNICAL SERVICES INC.,

 	 
	 
	 	By:  	                                             /s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Assistant Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS HOLDINGS INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President & Secretary 	 



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	BAKERS CHOICE PRODUCTS, INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS, INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS FOIL INC.,

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS SERVICES INC.,

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



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	REYNOLDS GROUP ESCROW LLC,

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP DL ESCROW INC.,

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



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee, Principal Paying Agent, Transfer

Agent, Registrar and Collateral Agent

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



Signature Page to Supplemental Indenture