Exhibit 4.4.39 - Eleventh Senior Secured Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of November 15, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, and Wilmington Trust (London Limited), as additional collateral agent

















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ELEVENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “ Senior Secured Notes Supplemental Indenture ”) dated as of November 15, 2013 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., a société anonyme (limited liability company) organized under the laws of Luxembourg (“ BP I ”), the affiliates of the Issuers party hereto (the “ Additional Senior Secured Note Guarantor ”), 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 August 9, 2011, as amended or supplemented (the “ Senior Secured Notes Indenture ”), in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.875% Senior Secured Notes due 2019 (the “ Senior Secured Notes ”).


W I T N E S S E T H :


WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured 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 of the Senior Secured Notes;


WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the Additional Senior Secured Note Guarantor;


WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate collateral agent with respect to the Designated Collateral (as defined in Amendment No. 1 and Joinder Agreement to the First Lien Intercreditor Agreement, dated January 21, 2010) under 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 Issuers are entitled to execute and deliver this 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 Additional Senior Secured Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:


1. Guarantee. The Additional Senior Secured Note Guarantor hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantees the 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 agrees to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.


2. Ratification of Senior Secured Notes Indenture; 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 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.  The Additional Senior Secured Note Guarantor hereby agrees to (i) be bound by and become a party to, as if originally named Senior Secured Note Guarantor therein, the First Lien Intercreditor Agreement and (ii) be bound by and become a party to the 2007 UK Intercreditor Agreement, as if originally named Obligor therein, by executing and delivering accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder (except to the extent any such Additional Senior Secured Note Guarantor is bound by and a party thereunder prior to the date hereof).


3. Governing Law.  THIS 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 Senior Secured Notes Supplemental Indenture.


5. Duplicate Originals. The parties may sign any number of copies of this 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 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 Senior Secured 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 the Additional Senior Secured Note Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured Notes, this Supplemental Senior Secured Notes Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided , however , the foregoing shall not in any manner affect the liability of the Additional Senior Secured Note Guarantor with respect to its Senior Secured Note Guarantee.  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.


9. Indemnity . (a)  The Issuers, BP I and the Additional Senior Secured Note Guarantor executing this Senior Secured Notes Supplemental Indenture, 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 Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Issuers, BP I, the Additional Senior Secured Note Guarantor, 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 thereof; provided , however , that any failure so to notify the Issuers shall not relieve any of the Issuers, BP I or the Additional Senior Secured Note Guarantor executing this Senior Secured 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 Secured Note Guarantor, 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.


(a) To secure the payment obligations of the Issuers, BP I and the Additional Senior Secured Note Guarantor 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 the Senior Secured Notes.


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


Level 22


20 Bond Street,


Sydney, NSW 2000, Australia


Attn: Helen Golding


Fax: +6192686693


helen.golding@rankgroup.co.nz


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


The Bank of New York Mellon


101 Barclay Street 7-E


New York, NY 10286


Attn:  International Corporate Trust


Fax:  (212) 815-5366


catherine.donohue@bnymellon.com


lesley.daley@bnymellon.com





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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 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.




















IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.


REYNOLDS GROUP ISSUER INC.


By:


/s/ Allen Philip Hugli


Name: Allen Philip Hugli


Title:   Vice President and Treasurer


REYNOLDS GROUP ISSUER LLC


By:


/s/ Allen Philip Hugli


Name: Allen Philip Hugli


Title:   Vice President and Treasurer


REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.


By:


/s/ Helen Dorothy Golding


Name: Helen Dorothy Golding


Title:   Authorised Signatory


BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.


By:


/s/ Helen Dorothy Golding


Name: Helen Dorothy Golding


Title:   Authorised Signatory








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Beverage Packaging Holdings II Issuer Inc.


By:


/s/ Allen Philip Hugli


Name: Allen Philip Hugli


Title:   Vice President and Treasurer


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


WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent


By:


/s/ Paul Barton


Name: Paul Barton


Title:   Director