exv4w2w13







Exhibit 4.2.13



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 August 19, 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”), Bucephalas
Acquisition Corp. (the “Additional Note Guarantor”), 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 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, the Additional Note
Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as
follows:




          1. Guarantee. The 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; 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. 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.




          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. 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.




          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 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.







 









 








          8. No Recourse Against Others. No director, officer, employee or manager of the
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 Guarantor. 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 Guarantor executing this
Thirteenth 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 Thirteenth Supplemental Indenture or
a Note Guarantee provide herein against the Issuers, BP I or the Additional Note Guarantor
(including this Section) and defending against or investigating any claim (whether asserted by the
Issuers, BP I, the 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 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 Guarantor, 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 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 Guarantor in this Thirteenth Supplemental Indenture and the Notes shall bind
their respective successors and assigns. All agreements of the Trustee in this Thirteenth
Supplemental Indenture shall bind its successors and assigns.




          11. 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.




          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 the 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:


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 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.




[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:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen Dorothy Golding
 

Helen Dorothy Golding
	 	 
	 

	 	Title:
	 	Officer	 	 






[Supplemental Indenture to May 2010 Notes — BAC Accession]




 









 





	 	 	 	 	 	 	 

	 	 	BUCEPHALAS ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen Dorothy Golding
 

	 	 
	 

	 	Name:
	 	Helen Dorothy Golding	 	 
	 

	 	Title:
	 	Secretary	 	 






[Supplemental Indenture to May 2010 Notes — BAC Accession]





 









 






	 	 	 	 	 	 	 

	 	 	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 to May 2010 Notes — BAC Accession]