exv4w1w24






EXHIBIT 4.1.24



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.





     TWENTY-FOURTH SUPPLEMENTAL INDENTURE (this “Twenty-Fourth
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”), 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 November 5, 2009, as amended or supplemented (the
“Indenture”), in respect of the issuance of an aggregate principal amount
of $1,125,000,000 of 7.75% Senior Secured Notes due 2016 (the “Dollar
Notes”) and an aggregate principal amount of €450,000,000 of 7.75% Senior
Secured Notes due 2016 (the “Euro Notes” and, together with the Dollar
Notes, 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, the Original Collateral
Agent, the Additional Collateral Agent, 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 Twenty-Fourth 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; Twenty-Fourth 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
Twenty-Fourth 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 TWENTY-FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee, Original Collateral Agent and Additional Collateral Agent Make No
Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no
representation as to the validity or sufficiency of this Twenty-Fourth 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 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 Twenty-Fourth
Supplemental Indenture and the performance of its duties hereunder, including the costs and
expenses of enforcing this Twenty-Fourth 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 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 Twenty-Fourth 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
Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth Supplemental Indenture and the Notes shall bind their respective successors and
assigns. All agreements of the Trustee and each Collateral Agent in this Twenty-Fourth
Supplemental Indenture shall bind its successors and assigns.




          11. Severability. In case any one or more of the provisions contained in this
Twenty-Fourth 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 Twenty-Fourth 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, Original Collateral Agent, 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



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 Twenty-Fourth Supplemental Indenture may be
amended, modified, or supplemented only as permitted by the Indenture and by written agreement of
each of the parties hereto.





 









 








     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

2009 Notes – Fixed Charge Coverage Ratio







 









 








	 	 	 	 	 
	 	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

2009 Notes – Fixed Charge Coverage Ratio







 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as

Additional Collateral Agent

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



Supplemental Indenture

2009 Notes — Fixed Charge Coverage Ratio