exv4w1w18






Exhibit 4.1.18



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.





     EIGHTEENTH SUPPLEMENTAL INDENTURE (this “Eighteenth 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, 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 November 5,
2009, as amended or supplemented (the “Indenture”), in respect of the
issuance of an aggregate principal amount of $1,125,000,000 of 7.75%
Senior Secured Notes due 2016 (the “Dollar Notes”) and an aggregate
principal amount of €450,000,000 of 7.75% Senior Secured Notes due 2016
(the “Euro Notes” and, together with the Dollar Notes, 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, the
Original Collateral Agent, the Additional Collateral Agent, 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 Eighteenth 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 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
this Indenture, (iii) Article X of the indenture, dated May 4, 2010, among the Issuers and the
Trustee, (iv) Article X of the senior secured notes indenture, dated October 15, 2010, among the
Issuers, the Trustee and the 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 the Additional
Collateral Agent and (vii) Article X of the senior notes indenture, dated February 1, 2011, among
the Issuers and the Trustee, 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; Eighteenth 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
Eighteenth 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 EIGHTEENTH 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 Eighteenth Supplemental Indenture.




          5. Collateral Agent Makes No Representation. Neither Collateral Agent makes any
representation as to the validity or sufficiency of this Eighteenth Supplemental Indenture.




          6. Duplicate Originals. The parties may sign any number of copies of this Eighteenth
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 Eighteenth 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 Eighteenth 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 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.




          10. 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 and each
of the Collateral Agents (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 Eighteenth Supplemental
Indenture against the Issuers, BP I or the Luxembourg Guarantors (including this Section) and
defending against or investigating any claim (whether (i) asserted by the Issuers, BP I or the
Luxembourg Guarantors, any Holder or any other Person or (ii) with respect to any action taken by
the Trustee or the Collateral Agents under the Existing 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
Notes or the removal or resignation of the Trustee or any Collateral Agent. The Trustee and the
Collateral Agents 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.







 









 








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




          12. Severability. In case any one or more of the provisions contained in this
Eighteenth 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 Eighteenth Supplemental Indenture or the 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 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, Original Collateral Agent:



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



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: Elaine Lockhart







 









 








          14. Amendments and Modification. This Eighteenth 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:

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 2009 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 2009 Notes — Luxembourg





 









 






	 	 	 	 	 	 	 

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

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 





Supplemental Indenture to 2009 Notes — Luxembourg





 









 






	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED, as
Additional Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul Barton
 

Paul Barton
	 	 
	 

	 	Title:
	 	Relationship Manager	 	 





Supplemental Indenture to 2009 Notes — Luxembourg