exv4w5w11






EXHIBIT 4.5.11



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 September 8, 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 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 February 1, 2011, as amended or supplemented (the “Senior Secured Notes
Indenture”), in respect of the issuance of an aggregate principal amount of
$1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured
Notes”).



W I T N E S S E T H :




     WHEREAS pursuant to Section 9.01(a)(i) 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 cure an ambiguity, omission, mistake, defect or
inconsistency and (ii) to execute and deliver this Eleventh Senior Secured Notes Supplemental
Indenture; and



     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, each Issuer covenants
and agrees as follows:



          1. Amendment to Senior Secured Notes Indenture. The Senior Secured Notes Indenture
is hereby amended by deleting clauses (2) and (3) of the definition of “Cumulative Credit” in
Section 1.01 in their entirety and replacing them with the following:




     “(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property
other than cash received by BP I or BP II after the RP Reference Date (other than net proceeds to
the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred
Stock pursuant to Section 4.03(b)(xxii)) from the issue or sale of Equity Interests of BP I or BP
II or Subordinated Shareholder Funding to BP I or BP II (excluding Refunding Capital Stock (as
defined below), Designated Preferred Stock, Excluded Contributions, and Disqualified Stock),
including Equity Interests issued upon exercise of warrants or options (other than an issuance or
sale to a Restricted Subsidiary); plus



     (3) 100% of the aggregate amount of contributions to the capital of BP I or BP II received in
cash and the Fair Market Value of property other than cash received after the RP Reference Date
(other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and
Disqualified Stock and other than contributions to the extent such contributions have been used to
Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xxii); plus”



          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.




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          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 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 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 may
not be effective to waive liabilities under the federal securities laws.




          9. Indemnity. (a) The Issuers and BP I, 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
against the Issuers or BP I (including this Section) and defending itself against or investigating
any claim (whether (i) asserted by the Issuers, BP I, 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




3









 







thereof; provided, however, that any failure so to notify the Issuers shall not relieve the Issuers
or BP I 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 and BP I, 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 and BP I 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 particular Senior
Secured Notes.




          10. Successors and Assigns. All covenants and agreements of the Issuers 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:



if to any of the Issuers:



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:




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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.




          14. Effectiveness. This Eleventh Senior Secured Notes Supplemental Indenture is effective
as of February 1, 2011.






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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/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER 

(LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 



Supplemental Indenture

(Senior Secured Notes — 2011)








 









 








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

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



Supplemental Indenture

(Senior Secured Notes — 2011)







 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

 	 
	 	By:  	/s/ Paul Barton
 	 
	 	 	Name:  	Paul Barton 	 
	 	 	Title:  	Relationship Manager 	 
	 



Supplemental Indenture

(Senior Secured Notes — 2011)