exv4w3w1






EXHIBIT 4.3.1



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 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “First Senior Secured
Notes Supplemental Indenture”) dated as of November 16, 2010 among RGHL US Escrow I
LLC, a Delaware limited liability company (the “US LLC Escrow Issuer”), RGHL US
Escrow I Inc., a Delaware Corporation (the “US Corporate Escrow Issuer” and,
together with the US LLC Escrow Issuer, the “US Escrow Issuers”), RGHL Escrow
Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public
limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer”
and, together with the US Escrow Issuers, the “Escrow 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 “Senior Secured Note Guarantors”), THE BANK OF
NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer
agent, registrar and collateral agent (the “Original Collateral Agent”) under the
indenture referred to below and WILMINGTON TRUST (LONDON) LIMITED, as additional
collateral agent (the “Additional Collateral Agent”), to the Senior Secured Notes
Indenture (as defined below).



W I T N E S S E T H :




     WHEREAS the Escrow Issuers have heretofore executed and delivered to the Trustee an indenture
(the “Senior Secured Notes Indenture”) dated as of October 15,



 









 




2010, 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”);




     WHEREAS the gross proceeds of the issuance of the Senior Secured Notes and other funds were
deposited by the Initial Purchasers and the Escrow Issuers into the Escrow Accounts at the closing
of the offering of the Senior Secured Notes;



     WHEREAS immediately after the execution of this First Senior Secured Notes Supplemental
Indenture, the proceeds of the issuance of the Senior Secured Notes will be released from the
Escrow Account pursuant to Section 5(a) of the Escrow Agreement (the “Escrow Release”);



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



     WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the Trustee, the
Original Collateral Agent, the Additional Collateral Agent, BP I and the Ultimate Issuers are
authorized to execute and deliver this First 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 Escrow Issuers,
Ultimate Issuers and the Senior Secured Note Guarantors mutually covenant and agree for the equal
and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:



          1. Agreement to Assume; Release. The Ultimate Issuers hereby assume all of the
obligations of the Escrow Issuers under the Senior Secured Notes and the Senior Secured Notes
Indenture and hereafter shall be deemed the “Issuers” for all purposes under the Senior Secured
Notes and the Senior Secured Notes Indenture. The Escrow Issuers are hereby released from all
obligations under the Senior Secured Notes and the Senior Secured Notes Indenture, and for the
avoidance of doubt this release does not extend to the Ultimate Issuers.








2









 








          2. Agreement to Guarantee. The Senior Secured Note Guarantors hereby agree jointly
and severally with all other Senior Secured Note Guarantors, to unconditionally guarantee the
Ultimate 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 to be bound by all other applicable provisions of the Senior Secured Notes Indenture.




          3. Ratification of Senior Secured Notes Indenture; First 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. Following the date
hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be
deemed to have been applicable to the Ultimate Issuers, the Senior Secured Note Guarantors, BP II
and the applicable Restricted Subsidiaries beginning as of the Issue Date as if the Ultimate
Issuers, the Senior Secured Note Guarantors, BP II and the applicable Restricted Subsidiaries had
been parties thereto on such date, and any action or inaction taken by the Ultimate Issuers, the
Senior Secured Note Guarantors, BP II or the applicable Restricted Subsidiaries after the Issue
Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be deemed
a Default by the Ultimate Issuers, the Senior Secured Note Guarantors, BP II or the applicable
Restricted Subsidiaries, as applicable, under the Senior Secured Notes Indenture as of the date
hereof. This First 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.




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




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




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




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




          8. No Adverse Interpretation of Other Agreements. This First Senior Secured Notes
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






3









 







Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this
First Senior Secured Notes Supplemental Indenture.




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




          10. Successors and Assigns. All covenants and agreements of the Ultimate Issuers and
the Senior Secured Note Guarantors in this First Senior Secured Notes Supplemental Indenture and
the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the
Trustee in this First 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 First
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 First 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:



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



Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: +612 9268 6693

helen.golding@rankgroup.co.nz



and



if to the Trustee, Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:



The Bank of New York Mellon

101 Barclay Street 4-E

New York, NY 10286






4









 







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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          13. Amendments and Modification. This First 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 First Senior Secured Notes
Supplemental Indenture to be duly executed as of the date first above written.




	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary
 	 
	 	 	Executed in New York 
	 
	 	REYNOLDS GROUP ISSUER LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary
 	 
	 	 	Executed in New York 
	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	Executed in New York 



Signature Page to

First Supplemental Indenture (Senior Secured Notes)





 









 







STATE OF NEW YORK



COUNTY OF NEW YORK



On the 12th day of November in the year 2010 before me, the undersigned,
personally appeared Helen Dorothy Golding, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.




	 	 	 	 	 
	 	 	 
	 	                                                  /s/ Stefani Sanatar
 	 
	 	Name:  	Stefani Sanatar 	 
	 	 	 
	 


Sworn to before me this 12th day of November, 2010




	 	 	 

	Notary Public


Printed Name: Stefani Sanatar



My Commission Expires: May 14, 2011

	 	STEFANI SANATAR

NOTARY PUBLIC, State of New York

No. 01SA6165955

Qualified in Queens County

Certificate Filed in New York County

Commission Expires May 14, 2011






Signature Page to

First Supplemental Indenture (Senior Secured Notes)




 









 








	 	 	 	 	 
	 	RGHL US ESCROW I LLC

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	RGHL US ESCROW I INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	RGHL ESCROW ISSUER (LUXEMBOURG) I S.A.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	EVERGREEN PACKAGING INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	EVERGREEN PACKAGING INTERNATIONAL (US) INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	EVERGREEN PACKAGING USA INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BLUE RIDGE HOLDING CORP.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BLUE RIDGE PAPER PRODUCTS INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	BRPP, LLC



By:   BLUE RIDGE PAPER PRODUCTS INC.,

         as Manager

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



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First Supplemental Indenture (Senior Secured Notes)






 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 
HOLDINGS INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Vice President & Secretary 	 
	 
	 	BAKERS CHOICE PRODUCTS, INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CLOSURE SYSTEMS MEXICO HOLDINGS LLC

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CSI MEXICO LLC

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

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary & Vice
President 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 







	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 
AMERICAS, INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding
 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	SOUTHERN PLASTICS INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS SERVICES INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP HOLDINGS INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS PACKAGING MACHINERY INC.

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

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



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	REYNOLDS FOIL INC.

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS ACQUISITION CORPORATION

 	 
	 	by  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS PACKAGING LLC

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS PACKAGING INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	SIG HOLDING USA, INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	SIG COMBIBLOC INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	REYNOLDS PACKAGING KAMA INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS FOOD PACKAGING LLC

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS FLEXIBLE PACKAGING INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ULTRA PAC, INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS 
HOLDINGS INC.

 	 
	 	by  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Vice President and Assistant
Treasurer 	 
	 
	 	SIG ALLCAP AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	SIG COMBIBLOC GROUP AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC PROCUREMENT AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC (SCHWEIZ) AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG REINAG AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG SCHWEIZERISCHE INDUSTRIE-
GESELLSCHAFT AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG TECHNOLOGY AG

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	EVERGREEN PACKAGING 
(LUXEMBOURG) S.À.R.L.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À.R.L.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À.R.L.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	SIG FINANCE (LUXEMBOURG) S.À.R.L., in liquidation

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 






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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL B.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS 
INTERNATIONAL B.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	EVERGREEN PACKAGING INTERNATIONAL B.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS PACKAGING INTERNATIONAL B.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS FOOD PACKAGING CANADA INC.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 







	 	 	 	 	 
	 	EVERGREEN PACKAGING CANADA LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	EVERGREEN PACKAGING 
(HONG KONG) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL 
(HONG KONG) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI LATIN AMERCAN HOLDINGS CORPORATION

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney-in-Fact 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG BEVERAGES GERMANY GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC HOLDING GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG COMBIBLOC SYSTEMS GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG INTERNATIONAL SERVICES GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG INFORMATION TECHNOLOGY GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	SIG VIETNAM BETEILIGUNGS GMBH

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised 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/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorised Signatory 	 


towards SIG Reinag AG, acting through its supervisory
board (Aufsichtsrat), represented by the chairman of the
supervisory board acting as its authorized representative




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



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First Supplemental Indenture (Senior Secured Notes)





 









 








	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI HUNGARY KFT.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 



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	 	BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI EN ENSENADA, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI EN SALTILLO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSI TECNISERVICIO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 



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	 	EVERGREEN PACKAGING MEXICO, 
S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MAXPACK, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS METALS COMPANY DE MEXICO,

S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory
	 
	 
	 	 	Witnessed by: 	 
	 	 	 
	 	 	                   /s/ Karen Mower
 	 
	 	 	Name:  	KAREN MOWER 	 
	 	 	Title:  	Lawyer 	 
	 	 	Address: Sydney, Australia 	 
	 
	 	WHAKATANE MILL LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Authorized Signatory 	 



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	 	 	Witnessed by:

 	 
	 	 	/s/ Karen Mower
 	 
	 	 	Name:  	KAREN MOWER 	 
	 	 	Title:  	Lawyer 	 
	 	 	Address: Sydney, Australia 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL 
(UK) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	REYNOLDS CONSUMER PRODUCTS 
(UK) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	REYNOLDS SUBCO (UK) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG HOLDINGS (UK) LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	SIG COMBIBLOC LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 



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	 	IVEX HOLDINGS, LTD.

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	KAMA EUROPE LIMITED

 	 
	 	by  	/s/ Pru Wyllie
 	 
	 	 	Name:  	PRU WYLLIE 	 
	 	 	Title:  	Attorney 	 
	 
	 	CLOSURE SYSTEMS INTERNATIONAL

(BRAZIL) SISTEMAS DE VEDAÇĚO LTDA.

 	 
	 	by  	/s/ Guilherme Rodrigues Miranda
 	 
	 	 	Name:  	Guilherme Rodrigues Miranda 	 
	 	 	Title:  	
Manager 	 
	 
	 	SIG BEVERAGES BRASIL LTDA.

 	 
	 	by  	/s/ Felix Colas Morea
 	 
	 	 	Name:  	Felix Colas Morea 	 
	 	 	Title:  	Manager 	 
	 
	 	SIG COMBIBLOC DO BRASIL LTDA.

 	 
	 	by  	/s/ Edimara Iansen Wieczorek
 	 
	 	 	Name:  	Edimara Iansen Wieczorek 	 
	 	 	Title:  	Legal Manager 	 
	 
	 	 	 
	 	by  	                  /s/ Ricardo Lança Rodriguez
 	 
	 	 	Name:  	Ricardo Lança Rodriguez 	 
	 	 	Title:  	General Manager 	 



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	 	SIG ASSET HOLDINGS LIMITED

 	 
	 	by  	/s/ Chiara Brophy
 	 
	 	 	Name:  	CHIARA BROPHY 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 

	Executed
by WHAKATANE MILL 
AUSTRALIA PTY
LIMITED by the 
party’s attorney pursuant to
power of 
attorney dated 6 October 2010 who 

states that no notice of revocation 
of the power
of attorney has been 
received in the presence
of:

	 	)

)

)

)

)

)

)






	 	 	 	 	 	 	 

	/s/ Karen Mower
 

Witness

	 	 
	 	/s/ Pru Wyllie
 

Attorney
	 	 









	 	 	 	 	 	 	 

	 Karen Mower
 

Name of Witness



	 	 
	 	 PRU WYLLIE
 


Name of Attorney
	 	 






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	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent, Registrar

and Original Collateral Agent and Paying Agent in

London

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


	 
	 	 	EXECUTED IN NEW YORK

 Address:

The Bank of New York Mellon

101 Barclay Street, 4B

New York, New York 10286   	 
	 


STATE OF NEW YORK



COUNTY OF NEW YORK



On the 10th day of November in the year 2010 before me, the undersigned, personally appeared
Catherine F. Donohue, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the instrument the individual,
or the person upon behalf of which the individual acted, executed the instrument.




	 	 	 	 	 
	 	 	 
	 	  	                                        /s/ Marc Williams
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 


Sworn to before me this 10th day of November  , 2010




	 	 	 

	Notary Public


Printed Name: Marc Williams



My Commission Expires:

	 	MARC WILLIAMS

NOTARY PUBLIC, State of New York

No. 02WI6224129

Qualified in New York County

Commission Expires June 28, 2014
	 
	 	 
	June 28, 2014
	 	 






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	 	WILMINGTON TRUST (LONDON)

LIMITED, AS ADDITIONAL

COLLATERAL AGENT

 	 
	 	by  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	ELAINE LOCKHART 	 
	 	 	Title:  	Relationship Manager 	 



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First Supplemental Indenture (Senior Secured Notes)