exv4w2w12







Exhibit 4.2.12



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 SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental
Indenture”) dated as of August 9, 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 “Luxembourg Guarantors”), 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 Sections 9.01(a)(i) and 9.01(a)(xi) of the Indenture, the Trustee, BP I
and the Issuers are authorized (i) to amend the Indenture to cure an ambiguity and to make any
change that does not adversely affect the rights of any Holder and (ii) to execute and deliver this
Twelfth 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 Issuer, BP I and
the Luxembourg Guarantors covenant and agree as follows:







 









 








          1. Amendment of the Indenture. The Indenture is hereby amended by deleting Section
10.08(f) in its entirety and replacing it with the following:




          “(f) Notwithstanding any other provision of this Indenture or any other Note Document, the
obligations of , the obligations of any guarantor incorporated under the laws of Luxembourg (the
“Luxembourg Guarantors”) under (i) Section 10.01 of the Senior Secured Credit Facilities, (ii)
Article X of the 2009 Indenture, (iii) Article X of this Indenture, (iv) Article X of the senior
secured notes indenture, dated October 15, 2010, among the Issuers, the Trustee and Wilmington
Trust (London) Limited, as additional collateral agent, (v) Article X of the senior notes
indenture, dated October 15, 2010, among the Issuers and the Trustee, (vi) Article X of the senior
secured notes indenture, dated February 1, 2011, among the Issuers, the Trustee and Wilmington
Trust (London) Limited, as additional collateral agent, (vii) Article X of the senior notes
indenture, dated February 1, 2011, among the Issuers and the Trustee and (viii) any other Credit
Documents (as defined in the First Lien Intercreditor Agreement), in respect of the obligations of
any Obligor which is not a direct or indirect subsidiary of the applicable Luxembourg Guarantor,
shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg
law.”




          2. Ratification of Indenture; Twelfth 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 Twelfth
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 TWELFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Twelfth Supplemental Indenture.




          5. Duplicate Originals. The parties may sign any number of copies of this Twelfth
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 Twelfth 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 Supplemental Indenture.




          8. 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
Luxembourg Guarantor will have any liability for any obligations of the Issuers or 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 may not be effective to waive liabilities under the federal securities
laws.




          9. Indemnity. (a) The Issuers, BP I and the Luxembourg Guarantors, subject to Section
10.08 of the Original 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 Twelfth Supplemental Indenture against the Issuers, BP I or the
Luxembourg Guarantors (including this Section) and defending against or investigating any claim
(whether asserted by the Issuers, BP I, the Luxembourg Guarantors, 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 the Issuers, BP I or the Luxembourg
Guarantors 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 Luxembourg 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 Luxembourg 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.




          10. Successors and Assigns. All covenants and agreements of the Issuers, BP I and
the Luxembourg Guarantors in this Twelfth Supplemental Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee in this Twelfth Supplemental
Indenture shall bind its successors and assigns.




          11. Severability. In case any one or more of the provisions contained in this
Twelfth 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 Twelfth 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 any of the Issuers or any Luxembourg 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 Twelfth 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 — Luxembourg]




 









 





	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cindi Lefari
 

Cindi Lefari
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG)
III S.À R.L	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cindi Lefari
 

Cindi Lefari
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[Supplemental Indenture to May 2010 Notes — Luxembourg]




 









 






	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as Trustee,
Principal Paying Agent, Transfer Agent
and Registrar	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 





[Supplemental Indenture to May 2010 Notes — Luxembourg]