exv4w3w12






EXHIBIT 4.3.12



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.





     TWELFTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Twelfth Senior
Secured Notes Supplemental Indenture”) dated as of September 8, 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 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 October 15, 2010, as amended or supplemented (the “Senior
Secured Notes Indenture”), in respect of the issuance of an aggregate principal
amount of $1,500,000,000 of 7.125% Senior Secured Notes due 2019 (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 Twelfth 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. Assumption. Graham Packaging Company Inc. hereby assumes all of the obligations
of Bucephalas Acquisition Corp., as a Successor Senior Secured Note Guarantor under the Senior
Secured Notes and the Senior Secured Notes Indenture and Additional Senior Secured Note Guarantor
under this Twelfth Senior Secured Notes Supplemental Indenture.



          2. 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.



          3. Ratification of Senior Secured Notes Indenture; Twelfth 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 Twelfth
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.



          4. Governing Law. THIS TWELFTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND



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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 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.




          5. 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 Twelfth Senior Secured Notes
Supplemental Indenture.



          6. Duplicate Originals. The parties may sign any number of copies of this Twelfth
Senior Secured Notes 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 Twelfth 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 Twelfth Senior Secured Notes Supplemental Indenture.



          9. 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 Twelfth 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.



          10. Indemnity. (a) The Issuers, BP I and the Additional Senior Secured Note
Guarantors executing this Twelfth 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



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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 Twelfth Senior Secured Notes Supplemental Indenture or a Senior Secured Note
Guarantee provided herein against the Issuers, BP I or an Additional 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 Twelfth 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.



          11. Successors and Assigns. All covenants and agreements of the Issuers and the
Additional Senior Secured Note Guarantors in this Twelfth 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 Twelfth Senior Secured Notes
Supplemental Indenture shall bind its successors and assigns.



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



Suite 2502

Level 25 Citigroup Centre



2 Park Street



Sydney 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







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          14. Amendments and Modification. This Twelfth 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.






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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 LLC

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER 

(LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS 

(LUXEMBOURG) I S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)







 









 








	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	BCP/GRAHAM HOLDINGS L.L.C.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	GPC HOLDINGS LLC

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as

Trustee, Principal Paying Agent, Transfer 

Agent, Registrar and Original Collateral 

Agent

 	 
	 	By:  	/s/ Caherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)




 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON)

LIMITED, as Additional Collateral Agent

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



Supplemental Indenture

(Senior Secured Notes — October 2010)