exv4w4w14






Exhibit 4.4.14




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constitutes substitute documentation for it, or any document which includes written confirmations
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of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies
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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.





     FOURTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Fourteenth Senior
Notes Supplemental Indenture”) dated as of October 14, 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”), the
affiliates of the Issuers party hereto (the “Additional Senior Note
Guarantors”), 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 Fourteenth 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 Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and
the Holders of the Senior Notes as follows:



          1. Guarantee. Each 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; Fourteenth 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 Fourteenth 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 FOURTEENTH 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 GUARANTORS AGREE 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 Fourteenth Senior Notes Supplemental Indenture.



          5. Duplicate Originals. The parties may sign any number of copies of this Fourteenth
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 Fourteenth 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 Fourteenth 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 a Senior Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this
Fourteenth Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by
reason of, such



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obligations or their creation. Each holder of Senior Notes by accepting a Senior 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 Notes and the Senior Notes Indenture by the
Additional Senior Note Guarantors. 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 Guarantors
executing this Fourteenth 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 Fourteenth Senior Notes Supplemental Indenture or a Senior Note
Guarantee provided herein against the Issuers, BP I or an Additional Senior Note Guarantor
(including this Section) and defending itself against or investigating any claim (whether asserted
by the Issuers, BP I, any 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 Guarantors
executing this Fourteenth 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 Guarantors, 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 Notes Guarantors in this Fourteenth Senior Notes Supplemental Indenture and the
Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in
this Fourteenth Senior Notes Supplemental Indenture shall bind its successors and assigns.



          11. Severability. In case any one or more of the provisions contained in this
Fourteenth 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 Fourteenth 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 any Additional 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:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	President 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	President 	 
	 
	 	REYNOLDS GROUP ISSUER 
(LUXEMBOURG) S.A.
 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS 
(LUXEMBOURG)
I S.A.

 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	Officer 	 
	 



Supplemental Indenture

(Senior Notes — October 2010)




 









 








	 	 	 	 	 
	 	REYNOLDS MANUFACTURING, INC.

 	 
	 	By:  	/s/ Joseph E. Doyle
 	 
	 	 	Name:  	Joseph E. Doyle 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	RENPAC HOLDINGS INC.

 	 
	 	By:  	/s/ Joseph E. Doyle
 	 
	 	 	Name:  	Joseph E. Doyle 	 
	 	 	Title:  	Assistant Secretary 	 


Supplemental Indenture

(Senior Notes — October 2010)




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 — October 2010)