exv4w4w12






EXHIBIT 4.4.12



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 NOTES SUPPLEMENTAL INDENTURE (this “Twelfth Senior 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 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 October 15, 2010, as amended or supplemented (the “Senior Notes
Indenture”), in respect of the issuance of an aggregate principal amount of
$1,500,000,000 of 9.000% Senior Notes due 2019 (the “Senior Notes”).



W I T N E S S E T H :




          WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary
(unless such Subsidiary is an Issuer, a Senior 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 Notes and the Senior Notes Indenture;




          WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP I and
the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor
with respect to any Senior Note and (ii) to execute and deliver this Twelfth Senior Notes
Supplemental Indenture;




          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior 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
Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and
the Holders of the Senior Notes as follows:




          1. Assumption. Graham Packaging Company Inc. hereby assumes all of the obligations
of Bucephalas Acquisition Corp., as a Successor Senior Note Guarantor under the Senior Notes and
the Senior Notes Indenture and Additional Senior Note Guarantor under this Twelfth Senior Notes
Supplemental Indenture.




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




          3. Ratification of Senior Notes Indenture; Twelfth Senior Notes Supplemental Indenture
Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior 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 Notes Supplemental Indenture shall form
a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore
or hereafter authenticated and delivered shall be bound hereby.




          4. Governing Law. THIS TWELFTH SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE ADDITIONAL SENIOR
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 Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Twelfth Senior Notes Supplemental Indenture.




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







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          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 Senior Note
Guarantor, will have any liability for any obligations of the Issuers under the Senior Notes, this
Twelfth Senior 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 Notes by accepting a Senior 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 Notes and the Senior Notes Indenture by the
Additional Senior 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 Note Guarantors
executing this Twelfth Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior
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 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 Notes Supplemental Indenture or a Senior Note Guarantee
provided herein against the Issuers, BP I or an Additional Senior Note Guarantor (including this
Section) and defending itself against or investigating any claim (whether asserted by the Issuers,
BP I, any Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay
such amounts shall survive the payment in full or defeasance of the Senior 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 Note Guarantors executing this Twelfth Senior
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 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 Note
Guarantors in this Section, the Trustee shall have a Lien prior to the Senior 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 Notes




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




          12. Severability. In case any one or more of the provisions contained in this
Twelfth Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to






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be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Twelfth Senior Notes Supplemental
Indenture or the Senior 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 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, 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




          14. Amendments and Modification. This Senior Notes Supplemental Indenture may be
amended, modified, or supplemented only as permitted by the Senior 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 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 Notes — October 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 — October 2010)