exv4w2w1






EXHIBIT 4.2.1




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.





     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as
of June 17, 2010 by and among the Issuers (as defined below), Beverage
Packaging Holdings (Luxembourg) I S.A. (“BP I”), Whakatane Mill Australia
Pty. Limited (the “Additional Note Guarantor”) and THE BANK OF NEW YORK
MELLON, as trustee (the “Trustee”).



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 an indenture dated as of May 4, 2010 (the “Indenture”), in
respect of the issuance of an aggregate principal amount of 8.50% Senior Notes due 2018 (the
“Notes”);




          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 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. Agreement to Guarantee. The Additional Note Guarantor hereby agrees 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; 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 Guarantor beginning as of the Issue Date as if the
Additional Note Guarantor has been a party thereto on such date, and any action or inaction taken
by the 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 Guarantor under the Indenture as of
the date hereof. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every noteholder heretofore or hereafter authenticated and delivered shall be bound hereby.




          3. Governing Law. THIS 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 Supplemental Indenture or any Guarantee referenced herein.




          5. Duplicate Originals. The parties may sign any number of copies of this
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 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 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
Guarantors or the Additional Note Guarantor 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
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 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 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 the Issuers, BP I or any Note Guarantor executing this 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 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.




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







 









 








          11. Severability. In case any one or more of the provisions contained in this
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 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 Additional Note Guarantor:



Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attention: Helen Golding

Fax: (64-9) 366 6263




          13. Amendments and Modification. This 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:  	 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS 
(LUXEMBOURG)
I S.A.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	 	 
	 



First Supplemental Indenture



 









 





	 	 	 	 	 

	Executed
by WHAKATANE MILL 
AUSTRALIA PTY
LIMITED by the 
party’s attorney pursuant to
power of 
attorney dated 16/6/10 who states that 

no notice of revocation of the power 
of
attorney has been received in the 
presence of:

	 	)

)

)

)

)

)

)	 	 
	 
	 	 	 	 
	/s/ Saskia Madden

	 	 	 	/s/ Pru Wyllie
	 

	 	 	 	 
	Witness

	 	 	 	Attorney
	 
	 	 	 	 
	Saskia Madden

	 	 	 	Pru Wyllie
	 

	 	 	 	 
	Name of Witness

	 	 	 	Name of Attorney






First Supplemental Indenture



 









 





	 	 	 	 	 
	 	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 	 
	 



First Supplemental Indenture