exv4w2w18






EXHIBIT 4.2.18



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.





     EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Eighteenth Supplemental
Indenture”) dated as of June 15, 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. (“BP I”) and The Bank of
New York Mellon, as trustee (the “Trustee”), principal paying agent,
transfer agent and registrar, to the indenture dated as of May 4, 2010, as
amended or supplemented (the “Indenture”), in respect of the issuance of
an aggregate principal amount of $1,000,000,000 of 8.50% Senior Notes due
2018 (the “Notes”).



W I T N E S S E T H :




          WHEREAS pursuant to Section 9.01(a)(i) of the Indenture, the Trustee, BP I and the Issuers are
authorized (i) to amend the Indenture to cure any ambiguity, omission, mistake, defect or
inconsistency and (ii) to execute and deliver this Eighteenth Supplemental Indenture;




          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the 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 BP I
covenant and agree as follows:




          1. Amendment to the Indenture. The Indenture is hereby amended by adding at the end
of the first paragraph of the definition of “Fixed Charge Coverage


 









 







Ratio” in Section 1.01
immediately after the words “or issued pursuant to Section 4.03(b)” the following:




          “which is omitted from the pro forma calculation pursuant to the foregoing clause (a).”




          2. Ratification of Indenture; Eighteenth Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Eighteenth Supplemental Indenture shall form a part of the Indenture for all purposes, and every
holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.




          3. Governing Law. THIS EIGHTEENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Eighteenth Supplemental Indenture.




          5. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Indenture,
jointly and severally, shall indemnify the Trustee and each Agent (which, 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 Eighteenth Supplemental
Indenture and the performance of its duties hereunder, including the costs and expenses of
enforcing this Eighteenth Supplemental Indenture against the Issuers and BP I (including this
Section) and defending 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 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 the Issuers or BP I executing this Eighteenth
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 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 Notes.




 









 








          6. Duplicate Originals. The parties may sign any number of copies of this Eighteenth
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 affect the construction thereof.




          8. No Adverse Interpretation of Other Agreements. This Eighteenth 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 Eighteenth Supplemental Indenture.




          9. 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 Note Guarantors under the
Notes, this Eighteenth Supplemental Indenture, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and
releases all such liability. 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 BP I in
this Eighteenth Supplemental Indenture and the Notes shall bind their respective successors and
assigns. All agreements of the Trustee in this Eighteenth Supplemental Indenture shall bind its
successors and assigns.




          11. Severability. In case any one or more of the provisions contained in this
Eighteenth Supplemental Indenture or the 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 Eighteenth Supplemental Indenture or the 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:


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




          13. Amendments and Modification. This Eighteenth Supplemental Indenture may be
amended, modified, or supplemented only as permitted by the Indenture and by written agreement of
each of the parties hereto.




[Remainder of page intentionally left blank]






 









 








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



Supplemental Indenture

May 2010 Notes — Fixed Charge Coverage Ratio









 









 








	 	 	 	 	 
	 	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

May 2010 Notes — Fixed Charge Coverage Ratio