exv4w4w2






EXHIBIT 4.4.2




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.





     SECOND SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Second Senior Notes
Supplemental Indenture”) dated as of November 16, 2010 among the Issuers (as
defined below) Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), the
affiliates of the Issuers party hereto (the “Additional Senior Note
Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”),
principal paying agent, registrar and transfer agent, to the indenture dated
as of October 15, 2010 (the “Original Senior Notes Indenture”, and together
with the First Senior Notes Supplemental Indenture (as defined below), 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 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”), RGHL US Escrow I Inc., RGHL US Escrow I LLC, RGHL Escrow Issuer (Luxembourg) I S.A., BP
I and certain affiliates of the Issuers, as Senior Note Guarantors, have heretofore executed and
delivered to the Trustee a supplemental indenture (the “First Senior Notes Supplemental Indenture”)
dated as of November 16, 2010, to the Original Senior Notes Indenture;


          WHEREAS pursuant to a joinder agreement dated as of November 16, 2010 to the Senior Secured
Credit Facilities, each Additional Senior Note Guarantor executing this Second Senior Notes
Supplemental Indenture has become a guarantor under the Senior Secured Credit Facilities;


          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





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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 Second 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. Agreement to Assume. Pactiv Corporation hereby assumes all of the obligations of
Reynolds Acquisition Corporation, as a Successor Senior Note Guarantor under the Senior Notes and
the Senior Notes Indenture and Additional Senior Note Guarantor under this Second Senior Notes
Supplemental Indenture.


          2. Agreement to Guarantee. The Additional Senior Note Guarantors (which includes
Pactiv Corporation) hereby agree jointly and severally with all other Senior Note Guarantors, to
unconditionally guarantee 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 to be bound by all other applicable provisions of the Senior Notes Indenture.


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


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



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


          6. Duplicate Originals. The parties may sign any number of copies of this Second
Senior 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 Second 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 Second Senior 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 Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this
Second 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 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.


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


          11. Severability. In case any one or more of the provisions contained in this Second
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 Second Senior Notes Supplemental Indenture or the Senior 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 Issuers or any Senior 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


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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 Second 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.



[Remainder of page intentionally left blank]





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          IN WITNESS WHEREOF, the parties hereto have caused this Second Senior 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 	 
	 	

REYNOLDS GROUP ISSUER LLC

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

REYNOLDS GROUP ISSUER 

(LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS 

(LUXEMBOURG) I S.A.

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



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PACTIV CORPORATION 

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

PACTIV FACTORING LLC 

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

PACTIV GERMANY HOLDINGS INC. 

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	PACTIV INTERNATIONAL HOLDINGS INC.

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


PACTIV MANAGEMENT COMPANY LLC

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



	 	 	 	 	 
	 	PCA WEST INC.

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




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	 	PRAIRIE PACKAGING, INC.

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

PWP HOLDINGS, INC.

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

PWP INDUSTRIES, INC.

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


PACTIV RSA LLC

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



	 	 	 	 	 
	 	

PACTIV RETIREMENT ADMINISTRATION LLC

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Vice President 	 
	 
	 	NEWSPRING INDUSTRIAL CORP.

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




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	 	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 	 
	 




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