exv4w1w13









EXHIBIT 4.1.13




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 SUPPLEMENTAL INDENTURE (this “Thirteenth Supplemental
Indenture”) dated as of November 16, 2010 by and among the Issuers (as
defined below), Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”),
the entities listed in Schedule 1 hereto (the “Additional Note
Guarantors”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”) and
with respect to collateral of the Additional Note Guarantors, as
collateral agent (the “Original Collateral Agent”) under the indenture
referred to below and WILMINGTON TRUST (LONDON) LIMITED, as collateral
agent (the “Additional Collateral Agent” and, together with the Original
Collateral Agent, the “Collateral Agents”), with respect to the collateral
listed in Appendix B, as amended and restated, of Amendment No.1 and
Joinder Agreement to the First Lien Intercreditor Agreement, dated as of
January 21, 2010 (the “FLICA Joinder”).



W I T N E S S E T H :




          WHEREAS 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”), BP I and certain affiliates of the Issuers, as Note Guarantors, have heretofore
executed and delivered to the Trustee a supplemental indenture (the “First Supplemental Indenture”)
dated as of November 5, 2009, a supplemental indenture (the “Second Supplemental Indenture”) dated
as of December 2, 2009, a supplemental indenture (the “Third Supplemental Indenture”) dated as of
January 29, 2010, a supplemental indenture (the “Fourth Supplemental Indenture”) dated as of
February 2, 2010, a supplemental indenture (the “Fifth Supplemental Indenture”) dated as of
February 25, 2010, a supplemental indenture (the “Sixth Supplemental Indenture”) dated as of March
4, 2010, a supplemental indenture (the “Seventh Supplemental Indenture”) dated as of March 30,
2010, a



 









 




supplemental indenture (the “Eighth Supplemental Indenture”) dated as of May 4, 2010, a
supplemental indenture (the “Ninth Supplemental Indenture”) dated as of June 17, 2010, a
supplemental indenture (the “Tenth Supplemental Indenture”) dated as of September 1, 2010, a
supplemental indenture (the “Eleventh Supplemental Indenture”) dated as of November 9, 2010 and a
supplemental indenture (the “Twelfth Supplemental Indenture”) dated as of November 16, 2010 to the
indenture dated as of November 5, 2009 (the “Original Indenture”, and together with the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture,
the Seventh Supplemental Indenture, the Eighth Supplemental Indenture the Ninth Supplemental
Indenture the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and the Twelfth
Supplemental Indenture, 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”);




          WHEREAS pursuant to a joinder agreement dated as of November 16, 2010 to the Senior Secured
Credit Facilities, each Additional Note Guarantor executing this Thirteenth Supplemental Indenture
will become a guarantor under the Senior Secured Credit Facilities;



          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 the parties hereto desire that the Additional Collateral Agent acts as a separate
collateral agent with respect to the Designated Collateral (as defined in the FLICA Joinder) under
the Indenture;



          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
Thirteenth 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 Additional Note Guarantor covenants and agrees for the equal and ratable benefit of the
Holders of the Notes as follows:




          1. Amendment of the Indenture. Each Additional Note Guarantor hereby agrees jointly
and severally with all other Note Guarantors executing this Thirteenth Supplemental Indenture to
unconditionally guarantee 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 to be bound by all other
applicable provisions of the Indenture.



          2. Ratification of Indenture; Thirteenth 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. Following the
date hereof, all of the covenants set forth in Article IV of the Indenture shall be deemed to have
been applicable to the Additional Note Guarantors beginning as of the Issue Date as if the
Additional Note Guarantors had been parties thereto on such date, and any action or inaction taken
by any Additional Note Guarantor after the Issue Date and prior to the date hereof prohibited by
the Indenture, shall be deemed a Default by the Additional Note Guarantors, as applicable, under
the Indenture as of the date hereof. This Thirteenth 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. The Additional Note Guarantors hereby agree to (i) be bound
by and become a party to the First Lien Intercreditor Agreement, as amended, supplemented, or
otherwise modified from time to time, as if originally named Guarantors therein and (ii) be bound
by and become a party to the Existing Intercreditor Agreement, as if originally named Obligors
therein, by executing and delivering accession deeds to such Existing Intercreditor Agreement in
form and substance reasonably satisfactory to the Security Trustee thereunder.



          3. Governing Law. THIS Thirteenth SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL NOTE GUARANTOR
AGREES 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 Thirteenth 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 Thirteenth Supplemental Indenture or any
Guarantee referenced herein.



 









 





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



          9. No Recourse Against Others. No director, officer, employee or manager of an
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 each
Additional Note Guarantor. 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 Thirteenth Supplemental Indenture, subject to Section 10.08 of the Original 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 Thirteenth Supplemental Indenture or the Note Guarantees provide herein
against the Issuers, BP I or a Note Guarantor (including this Section) and defending against or
investigating any claim (whether (i) asserted by the Issuers, BP I, the 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 the Issuers, BP I or any Note Guarantor executing this Thirteenth 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
particular Notes.



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



          12. Severability. In case any one or more of the provisions contained in this
Thirteenth 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 Thirteenth 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 Additional Note Guarantors:


Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attention: Helen Golding

Fax: (64-9) 366 6263



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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          14. Amendments and Modification. This Thirteenth 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/ 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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BALDWIN GROUP LIMITED

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney 	 
	 
	 	J. & W. BALDWIN (HOLDINGS) LIMITED

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney 	 
	 
	 	OMNI-PAC U.K. LIMITED

 	 
	 	By:  	/s/ Mark Dunkley
 	 
	 	 	Name:  	Mark Dunkley 	 
	 	 	Title:  	Attorney 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as

Additional Collateral Agent

 	 
	 	By:  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Relationship Manager 	 



 









 






	 	 	 	 	 



SCHEDULE 1




Additional Note Guarantors



The Baldwin Group Limited

J. & W. Baldwin (Holdings) Limited

Omni-Pac U.K. Limited