exv4w6w21






Exhibit 4.6.21



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.





     THIRTEENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes
Supplemental Indenture”) dated as of March 20, 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
affiliates of the Issuers party hereto (the “Additional Senior Note
Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”),
principal paying agent, registrar and transfer agent, to the indenture
dated as of February 1, 2011, as amended or supplemented (the “Senior
Notes Indenture”), in respect of the issuance of an aggregate principal
amount of $1,000,000,000 of 8.250% Senior Notes due 2021 (the “Senior
Notes”).



WITNESSETH:




          WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary
(unless such Subsidiary is an Issuer, a Senior 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 and the other obligations of the Issuers under the Senior Notes and the Senior Notes
Indenture;





 









 








          WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and
the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor
with respect to any Senior Note and (ii) to execute and deliver this 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, the Additional Senior
Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and
the Holders of the Senior Notes as follows:




          1. Guarantee. Each Additional Senior Note Guarantor hereby jointly and severally
with all other Senior Note Guarantors unconditionally guarantees the Issuers’ obligations under the
Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in
Article X of the Senior Notes Indenture and agrees to be bound by all other applicable provisions
of the Senior Notes Indenture.




          2. Ratification of Senior Notes Indenture; 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 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.




          3. Governing Law. THIS SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR NOTE
GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO SUBMISSION TO
JURISDICTION, WAIVER OF OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN THE BOROUGH
OF MANHATTAN, NEW YORK, NEW YORK, AND PURSUANT TO SECTION 13.08, THE WAIVER OF ANY RIGHT TO TRIAL
BY JURY.




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




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






2









 








          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 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 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 a Senior Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this
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 and release are part of the consideration for the
guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the
Additional Senior Note Guarantors. 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 Note Guarantors
executing this Senior Notes Supplemental Indenture, 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 acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Senior Notes Supplemental Indenture or a Senior Note Guarantee provided
herein against the Issuers, BP I or an Additional Senior Note Guarantor (including this Section)
and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any
Additional Senior Note Guarantor, 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, BP I or the Additional Senior Note
Guarantors executing this 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, BP I and the Additional Senior Note Guarantors, 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





3









 







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, BP I and the Additional Senior Note
Guarantors 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.




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




          11. Severability. In case any one or more of the provisions contained in this 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 Senior Notes Supplemental Indenture or the Senior 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 any Additional Senior Note Guarantor:



Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



and



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




4









 







catherine.donohue@bnymellon.com

lesley.daley@bnymellon.com




          13. Amendments and Modification. This 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.









5









 








          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: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






Supplemental Indenture

(Senior Notes — February 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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	 	 






Supplemental Indenture

(Senior Notes — February 2011)



 









 





	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING LC, L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






Supplemental Indenture

(Senior Notes — February 2011)



 









 





	 	 	 	 	 	 	 

	 	 	GRAHAM PACKAGING REGIOPLAST STS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






Supplemental Indenture

(Senior Notes — February 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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 2011)



 









 





	 	 	 	 	 	 	 

	 	 	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 2011)