Evergreen Packaging International F-4/A Registration of securities (foreign) (amended)

EXHIBIT 4.6.39

EXECUTION

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.

FIFTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Fifth Senior Notes Supplemental Indenture”) dated as of August 10, 2012 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 Senior Note Guarantors party hereto, and The Bank of New York Mellon, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, to the indenture dated as of February 15, 2012, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,250,000,000 of 9.875% Senior Notes due 2019 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS, Section 9.02 of the Senior Notes Indenture provides that the Issuers, the Senior Note Guarantors and the Trustee are authorized to amend the Senior Notes Indenture with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding;

WHEREAS, the Issuers have distributed an Exchange Offer and Consent Solicitation Prospectus, dated July 12, 2012 (the “Prospectus”), and accompanying Letter of Transmittal and Consent, dated July 12, 2012 (the “Letter of Transmittal”) to the Holders of the Senior Notes in connection with their solicitation of consents (the “Consent Solicitation”) to the proposed amendments to the Senior Notes Indenture set forth herein (the “Proposed Amendments”), such consents to be obtained in connection with an exchange offer for the Senior Notes (the “Exchange Offer”);

WHEREAS, the Holders of a majority in principal amount of the Senior Notes outstanding, calculated in accordance with Section 2.09 of the Senior Notes Indenture, have consented to the Proposed Amendments and the Issuers have delivered to the Trustee an Officers’ Certificate certifying that such consents have been received;

WHEREAS, the Issuers and Senior Note Guarantors are authorized to execute and deliver this Fifth 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, each Issuer and Senior Note Guarantor covenant and agree as follows:

1.Elimination of Provisions.

(a) The text of and introductory heading to each Section of the Senior Notes Indenture listed below (excluding the Section number at the beginning of each such Section) are deleted in their entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such Sections are deleted in their entirety:

1. SECTION 4.02Reports and Other Information.;

2. SECTION 4.03Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.;

3. SECTION 4.04Limitation on Restricted Payments.;

4. SECTION 4.05Dividend and Other Payment Restrictions Affecting Subsidiaries.;

5. SECTION 4.06Asset Sales.;

6. SECTION 4.07Transactions with Affiliates.;

7. SECTION 4.08Change of Control.;

8. SECTION 4.11Future Senior Note Guarantors.;

9. SECTION 4.12Liens.;

10. SECTION 4.13Foreign Subsidiaries.;

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11. SECTION 4.18Amendment of 2007 Senior Subordinated Notes.;

12. SECTION 4.19Suspension/Fall-Away of Covenants on Achievement of Investment Grade Status.;

13. SECTION 4.20Fiscal Year.; and

14. SECTION 4.21Certain Country Limitations.

(b) The text of each of clauses (a)(iii), (a)(iv), (a)(vi) and (b)(ii) of Section 5.01 (entitled “When the Issuers, BP I or BP II May Merge or Transfer Assets.”), excluding the paragraph letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such clauses are deleted in their entirety.

(c) The text of each of paragraphs (c), (d), (e) and (h) of Section 6.01 (entitled “Events of Default.”), excluding the paragraph letter at the beginning of each such paragraph, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such paragraphs are deleted in their entirety.

(d) The text of each of clauses (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) and (a)(vii) of Section 8.02 (entitled “Conditions to Defeasance.”), excluding the paragraph letter and clause number at the beginning of each such clause, is deleted in its entirety and the phrase “[Reserved.]” is inserted in substitution therefor, and all references to such clauses are deleted in their entirety.

2.Elimination of Definitions. Any definition set forth in Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than the provisions listed in Section 1 of this Fifth Senior Notes Supplemental Indenture above (the “Exclusive Definitions”), and any definition set forth in Section 1.01 of the Senior Notes Indenture of any capitalized term that is not used in any provision of the Senior Notes Indenture other than in the Exclusive Definitions, is deleted in its entirety.

3.Ratification of Senior Notes Indenture; Fifth 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 Fifth 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.

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4.Governing Law.THIS FIFTH SENIOR 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 Fifth Senior Notes Supplemental Indenture.

6.Indemnity. (a) The Issuers and BP I, 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 entry into this Fifth Senior Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Fifth Senior Notes Supplemental Indenture against the Issuers and BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, 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 or BP I executing this Fifth 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 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 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.

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

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

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9.No Adverse Interpretation of Other Agreements. This Fifth 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 Fifth Senior Notes Supplemental Indenture.

10.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 or Senior Note Guarantors under the Senior Notes, this Fifth 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 may not be effective to waive liabilities under the federal securities laws.

11.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Fifth Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Fifth Senior Notes Supplemental Indenture shall bind its successors and assigns.

12.Severability. In case any one or more of the provisions contained in this Fifth 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 Fifth Senior Notes Supplemental Indenture or the Senior Notes.

13.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:

Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz

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

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14.Amendments and Modification. This Fifth 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/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS GROUP ISSUER INC.
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:	Officer

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS GROUP HOLDINGS LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
	Witnessed by:
	/s/ Karen Mower
	Name: Karen Mower
	Title: Attorney
	Address: Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BAKERS CHOICE PRODUCTS, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PRESTO PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS CONSUMER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS SERVICES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
SIG HOLDING USA, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
SIG COMBIBLOC INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS GROUP HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary
EVERGREEN PACKAGING INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
EVERGREEN PACKAGING USA INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
SOUTHERN PLASTICS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CLOSURE SYSTEMS INTERNATIONAL INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI MEXICO LLC
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary
CSI SALES & TECHNICAL SERVICES INC.
By:	/s/ Stephanie A. Blackman
Name:	Stephanie A. Blackman
Title:	Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING INTERNATIONAL (US) INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE HOLDING CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BRPP, LLC
By:	BLUE RIDGE PAPER PRODUCTS INC.,
	its Sole Member and Manager
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
BLUE RIDGE PAPER PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS PACKAGING HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President & Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

REYNOLDS FLEXIBLE PACKAGING INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Assistant Secretary
REYNOLDS FOOD PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
REYNOLDS PACKAGING KAMA INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
REYNOLDS PACKAGING LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
ULTRA PAC, INC.
By:	/s/ Joseph E. Doyle
Name:	Joseph E. Doyle
Title:	Vice President & Assistant Secretary
NEWSPRING INDUSTRIAL CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

PACTIV 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

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

PCA WEST 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
PRAIRIE PACKAGING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Vice President

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

RENPAC HOLDINGS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
REYNOLDS MANUFACTURING, INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Secretary
GRAHAM PACKAGING COMPANY INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BCP/GRAHAM HOLDINGS L.L.C.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC HOLDINGS LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

Signed, sealed and delivered by WHAKATANE MILL AUSTRALIA PTY LIMITED by the party’s attorney pursuant to power of attorney dated 29 February 2012 who states that no notice of revocation of the power of attorney has been received in the presence of:	) ) ) ) ) ) )
/s/ Karen Mower		/s/ Cindi Lefari
Witness		Attorney
Karen Mower		Cindi Lefari
Name of Witness		Name of Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG AUSTRIA HOLDING GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC GMBH & CO KG
REPRESENTED BY ITS GENERAL
PARTNER SIG COMBIBLOC GMBH
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL
(BRAZIL) SISTEMAS DE VEDAÇÃO LTDA.
By:	/s/ Guilherme Rodgrigues 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/ Ricardo Lança Rodriguez
Name:	Ricardo Lança Rodriguez
Title:	Manager
By:	/s/ Lutz Knut Braune
Name:	Lutz Knut Braune
Title:	Manager

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI LATIN AMERICAN HOLDINGS CORPORATION
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING CANADA LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV CANADA INC.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI CLOSURE SYSTEMS
MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney-in-Fact

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BEVERAGES GERMANY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC SYSTEMS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC HOLDING GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG COMBIBLOC
ZERSPANUNGSTECHNIK GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG INTERNATIONAL SERVICES GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SIG BETEILIGUNGS GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG INFORMATION TECHNOLOGY GMBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC EKCO GMBH
VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
OMNI-PAC GMBH
VERPACKUNGSMITTEL
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG Euro Holding AG & CO. KGaA
towards all parties to this Agreement other than SIG Schweizerische Industrie-Gesellschaft AG, acting through its general partner (Komplementär) SIG Schweizerische Industrie-Gesellschaft AG
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
towards SIG Schweizerische Industrie-Gesellschaft 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

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG ASSET HOLDINGS LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL
(HONG KONG) LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
SIG COMBIBLOC LIMITED
By:	/s/ Karen Michelle Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (HONG KONG)
LIMITED
By:	/s/ Karen Mower
Name:	Karen Michelle Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CSI HUNGARY KFT.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN ENSENADA, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI TECNISERVICIO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
CSI EN SALTILLO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV FOODSERVICE MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
SERVICIO TERRESTRE JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRUPO CORPORATIVO JAGUAR, S.A. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
PACTIV MÉXICO, S. DE R.L. DE C.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

CLOSURE SYSTEMS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
EVERGREEN PACKAGING INTERNATIONAL B. V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory
REYNOLDS PACKAGING INTERNATIONAL B.V.
By:	/s/ Karen Mower
Name:	Karen Mower
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

WHAKATANE MILL LIMITED
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory
	Witnessed By:
	/s/ Karen Mower
Name:	Karen Mower
Title:	Attorney
Address:	Sydney, Australia

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC GROUP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC (SCHWEIZ) AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG ALLCAP AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG TECHNOLOGY AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC PROCUREMENT AG
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG COMBIBLOC LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

SIG HOLDINGS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
SIG COMBIBLOC LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS CONSUMER PRODUCTS (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
REYNOLDS SUBCO (UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
CLOSURE SYSTEMS INTERNATIONAL
(UK) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
IVEX HOLDINGS, LTD.
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

KAMA EUROPE LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
OMNI-PAC U.K. LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
THE BALDWIN GROUP LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney
J. & W. BALDWIN (HOLDINGS) LIMITED
By:	/s/ Cindi Lefari
Name:	Cindi Lefari
Title:	Attorney

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING PX COMPANY
By:	GRAHAM PACKAGING PX, LLC,
	its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPACSUB LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. I
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC CAPITAL CORP. II
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GPC OPCO GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GPC SUB GP LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING ACQUISITION CORP.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING COMPANY, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING LC, L.P.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PET
TECHNOLOGIES INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PLASTIC
PRODUCTS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING PX HOLDING CORPORATION
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING REGIOPLAST
STS INC.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

GRAHAM PACKAGING MINSTER LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/GRAHAM HOLDINGS L.L.C.,
	its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM RECYCLING COMPANY, L.P.
By:	GPC SUB GP LLC, its general partner
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Assistant Secretary
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L.
By:	/s/ Helen Dorothy Golding
Name:	Helen Dorothy Golding
Title:	Authorized Signatory

SUPPLEMENTAL INDENTURE

(SENIOR NOTES – FEBRUARY 2012 – PROPOSED AMENDMENTS)

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 – FEBRUARY 2012 – PROPOSED AMENDMENTS)