exv4w2w16






Exhibit 4.2.16



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.





     SIXTEENTH SUPPLEMENTAL INDENTURE (this “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 Note Guarantors”), 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 4.11 of the Indenture, each Restricted Subsidiary (unless such
Subsidiary is an Issuer, a 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 under the Notes and the Indenture;



 









 





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



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



     2. Ratification of Indenture; 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 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 SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL 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 Supplemental Indenture or any Guarantee referenced herein.



     5. Duplicate Originals. The parties may sign any number of copies of this
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 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 Supplemental Indenture.



     8. No Recourse Against Others. No director, officer, employee or manager of a
Additional Note Guarantor will have any liability for any obligations of the Issuers, Note
Guarantor or Additional Note Guarantors under the Notes, the 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 and release are part of the
consideration for the guarantee of the obligations under the Notes and the Indenture by the
Additional 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 Note Guarantors executing this
Supplemental Indenture, subject to Section 10.08 of the Indenture, jointly and severally shall
indemnify the Trustee (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 acceptance or administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Supplemental Indenture or a Note Guarantee
provided herein against the Issuers, BP I or an Additional Note Guarantor (including this Section)
and defending against or investigating any claim (whether asserted by the Issuers, BP I, any
Additional Note Guarantor, 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. The Trustee 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 Note Guarantors executing this
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 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 other Note Guarantors 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.



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



     11. Severability. In case any one or more of the provisions contained in this
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 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 the Issuers or any Additional Note Guarantor:


Level 22

20 Bond Street,

Sydney, NSW 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



If to the Trustee:



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 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:  	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 — May 2010)




 









 








	 	 	 	 	 	 	 

	 	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 — May 2010)




 









 








	 	 	 	 	 	 	 

	 	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 — May 2010)




 









 








	 	 	 	 	 	 	 

	 	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 — May 2010)




 









 








	 	 	 	 	 	 	 

	 	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 — May 2010)




 









 








	 	 	 	 	 	 	 

	 	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 — May 2010)




 









 








	 	 	 	 	 
	 	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 — May 2010)