exv4w1w21






Exhibit 4.1.21



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.





     TWENTY-FIRST SUPPLEMENTAL INDENTURE (this “Twenty-First Supplemental
Indenture”) dated as of October 14, 2011 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, 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 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 the Original Collateral Agent is the collateral agent with respect to the collateral
of the Additional Note Guarantors;




          WHEREAS pursuant to Section 9.01(a)(vi) of the Indenture, the Trustee, the Original Collateral
Agent, the Additional Collateral Agent, 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
Twenty-First 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; Twenty-First 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-First 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-FIRST 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 Twenty-First Supplemental Indenture or any Guarantee referenced
herein.




          5. Collateral Agent Makes No Representation. Neither Collateral Agent makes any
representation as to the validity or sufficiency of this Twenty-First Supplemental Indenture or any
Guarantee referenced herein.







 









 








          6. Duplicate Originals. The parties may sign any number of copies of this
Twenty-First 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 effect the construction thereof.




          8. No Adverse Interpretation of Other Agreements. This Twenty-First 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-First Supplemental Indenture.




          9. 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
Guarantors 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.




          10. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantors executing
this Twenty-First Supplemental Indenture, subject to Section 10.08 of the Indenture, jointly and
severally shall indemnify the Trustee and each of the Collateral Agents (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-First 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 (i) asserted by the Issuers, BP I, any Additional Note
Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee
or the Collateral Agents under the Existing 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 Notes or the
removal or resignation of the Trustee or any Collateral Agent. The Trustee and the Collateral
Agents 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
Twenty-First 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.




          11. Successors and Assigns. All covenants and agreements of the Issuers, BP I and
the Additional Note Guarantors in this Twenty-First Supplemental Indenture and the Notes shall bind
their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in
this Twenty-First Supplemental Indenture shall bind its successors and assigns.




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




          13. 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 Note Guarantor:


Suite 2502

Level 25 Citigroup Centre

2 Park Street

Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



If to the Trustee, Original Collateral Agent:



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




               14. Amendments and Modification. This Twenty-First 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/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	President 	 
	 
	 	REYNOLDS GROUP ISSUER LLC

 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	President 	 
	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	By:  	/s/ Gregory Alan Cole
 	 
	 	 	Name:  	Gregory Alan Cole 	 
	 	 	Title:  	Officer 	 
	 



Supplemental
Indenture to 2009 Notes







 









 








	 	 	 	 	 
	 	REYNOLDS MANUFACTURING, INC.

 	 
	 	By:  	/s/ Joseph E. Doyle
 	 
	 	 	Name:  	Joseph E. Doyle 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	RENPAC HOLDINGS INC.

 	 
	 	By:  	/s/ Joseph E. Doyle
 	 
	 	 	Name:  	Joseph E. Doyle 	 
	 	 	Title:  	Assistant Secretary 	 
	 



Supplemental
Indenture to 2009 Notes







 









 








	 	 	 	 	 
	 	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 to 2009 Notes





 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, 
as
Additional Collateral Agent

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



Supplemental
Indenture to 2009 Notes