exv4w5w13






EXHIBIT 4.5.13




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 SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured 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 Secured Note Guarantors”), 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
February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of
the issuance of an aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due
2021 (the “Senior Secured Notes”).



W I T N E S S E T H :




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




          WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral of the
Additional Senior Secured Note Guarantors;




          WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Secured Notes Indenture, the Trustee, the
Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized (i) to amend the Senior Secured Notes Indenture to add a Senior Secured Note Guarantor
with respect to any Senior Secured Note and (ii) to execute and deliver this Senior Secured Notes
Supplemental Indenture;




          Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to
them in the Senior Secured 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 Secured Note
Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and the
Holders of the Senior Secured Notes as follows:




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




          2. Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture
Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured
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 Secured Notes Supplemental
Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every
holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound
hereby.




          3. Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR
SECURED NOTE GUARANTORS AGREE TO SECTION 13.09 OF THE INDENTURE, INCLUDING WITH RESPECT TO
SUBMISSION TO JURISDICTION, WAIVER OF OBJECTION




2









 




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, Original Collateral Agent and Additional Collateral Agent Make No
Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no
representations as to the validity or sufficiency of this Senior Secured Notes Supplemental
Indenture.




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




          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 Secured 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 Secured 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 Additional Senior Secured Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured
Notes, this Senior Secured 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 Secured Notes by
accepting a Senior Secured 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 Secured Notes and
the Senior Secured Notes Indenture by the Additional Senior Secured 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 Secured Note Guarantors
executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior
Secured 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 Secured Notes Supplemental Indenture or a Senior
Secured Note Guarantee provided herein against the Issuers, BP I or an Additional




3









 




Senior Secured Note Guarantor (including this Section) and defending itself against or
investigating any claim (whether (i) asserted by the Issuers, BP I, any Additional Senior Secured
Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the
Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any
Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay
such amounts shall survive the payment in full or defeasance of the Senior Secured 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 Secured Note Guarantors executing this
Senior Secured 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 Secured 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 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 Secured Note
Guarantors in this Section, the Trustee shall have a Lien prior to the Senior Secured 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 Secured Notes.




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




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




4









 




Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



and



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



and



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 Senior Secured Notes Supplemental Indenture may be
amended, modified, or supplemented only as permitted by the Senior Secured 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 Secured 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






Supplemental Indenture

(Senior Secured Notes — February 2011)




 









 





	 	 	 	 	 	 	 	 	 

	 	 	GPC CAPITAL CORP. II
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By	 	 	 	 
	 	 	 	 	 	 	/s/ Helen Dorothy Golding
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Helen Dorothy Golding
	 
	 	 	 	 	 	Title:	 	Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	 	 	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
	 
	 	 	 	 	 	 	 	 





Supplemental Indenture

(Senior Secured Notes — February 2011)




 









 





	 	 	 	 	 	 	 	 	 

	 	 	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
	 
	 	 	 	 	 	 	 	 
	 	 	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






Supplemental Indenture

(Senior Secured Notes — February 2011)




 









 





	 	 	 	 	 	 	 	 	 

	 	 	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
	 
	 	 	 	 	 	 	 	 
	 	 	GRAHAM PACKAGING MINSTER LLC
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By	 	 	 	 
	 	 	 	 	 	 	/s/ Helen Dorothy Golding
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Helen Dorothy Golding
	 
	 	 	 	 	 	Title:	 	Assistant Secretary






Supplemental Indenture

(Senior Secured Notes — February 2011)




 









 





	 	 	 	 	 	 	 	 	 

	 	 	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 Secured Notes — February 2011)





 












 





	 	 	 	 	 	 	 

	 	 	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

(Senior Secured Notes — February 2011)




 









 





	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST
(LONDON) LIMITED, as Additional Collateral Agent
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Barton
	 	 	 	 	 
	 
	 	 	 	Name:	 	Paul Barton
	 
	 	 	 	Title:	 	Relationship Manager






Supplemental Indenture

(Senior Secured Notes — February 2011)