exv4w1w23






Exhibit 4.1.23



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-THIRD SUPPLEMENTAL INDENTURE (this “Twenty-Third Supplemental
Indenture”) dated as of May 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. (“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)(xi) 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 make any change that does not adversely affect
the rights of any Holder and (ii) to execute and deliver this Twenty-Third 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 of Section 10.06(b) of the Indenture. The Indenture is hereby amended
by deleting Section 10.06(b) in its entirety and replacing it with the following:



               “(b) the release or discharge of the guarantee or other obligation by such Note Guarantor
(other than RGHL) of the Senior Secured Credit Facilities or such other guarantee or other
obligation that resulted in the creation of such Note Guarantee, except a release or discharge by
or as a result of payment under such guarantee;”



               2. Amendment of Section 10.07 of the Indenture. The Indenture is hereby amended by
deleting Section 10.07 in its entirety and replacing it with the following:



               “Upon any occurrence specified in Section 10.06, the Trustee shall, at the instruction of and
at the cost of the Issuers, execute any documents reasonably requested of it to evidence of such
release.”



               3. Ratification of Indenture; Twenty-Third 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-Third 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.



               4. Governing Law. THIS TWENTY-THIRD 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 Twenty-Third Supplemental Indenture.



               6. 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 acceptance or administration of
this trust and the performance of its
duties hereunder, including the costs and expenses of enforcing this Twenty-Third 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-Third 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.



               7. Collateral Agent Makes No Representation. Neither Collateral Agent makes any
representation as to the validity or sufficiency of this Twenty-Third Supplemental Indenture.



               8. Duplicate Originals. The parties may sign any number of copies of this
Twenty-Third Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.



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



               10. No Adverse Interpretation of Other Agreements. This Twenty-Third 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-Third Supplemental Indenture.



               11. 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-Third 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.



               12. Successors and Assigns. All covenants and agreements of the Issuers and BP I in
this Twenty-Third Supplemental Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee and each Collateral Agent in
this Twenty-Third Supplemental Indenture shall bind its successors and assigns.



               13. Severability. In case any one or more of the provisions contained in this
Twenty-Third 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-Third Supplemental Indenture or the Notes.




               14. 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



               15. Amendments and Modification. This Twenty-Third 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:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen Dorothy Golding
 

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 — Guarantee Release








 









 








	 	 	 	 	 	 	 

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

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 






Supplemental Indenture

2009 Notes — Guarantee Release







 









 








	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST
(LONDON)
 LIMITED, as
Additional Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul Barton
 

Paul Barton
	 	 
	 

	 	Title:
	 	Relationship Manager	 	 






Supplemental Indenture

2009 Notes — Guarantee Release