exv4w1w3






EXHIBIT 4.1.3



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.





     THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”)
dated as of January 29, 2010 by and among the Issuers (as defined below),
Beverage Packaging Holdings (Luxembourg) I S.A. (“BP I”), the entities
listed in Schedule 1 hereto (the “Additional Note Guarantors”) and THE
BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer
agent, registrar and with respect to collateral of certain Additional Note
Guarantors, as collateral agent (the “Trustee”) and WILMINGTON TRUST
(LONDON) LIMITED as collateral agent (the “Additional Collateral Agent”),
with respect to the collateral listed in Appendix B, as amended and
restated, of Amendment No.1 and Joinder Agreement to the First Lien
Intercreditor Agreement, dated as of January 21, 2010 (the “FLICA
Joinder”).



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 a supplemental indenture (the “First Supplemental Indenture”)
dated as of November 5, 2009, and a supplemental indenture dated as of December 2, 2009 (the
“Second Supplemental Indenture”) to the indenture (the “Original Indenture”, and together with the
First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) dated as of
November 5, 2009, 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”);




          WHEREAS pursuant to a joinder agreement dated as of January 21, 2010 to the Senior Secured
Credit Facilities, each Additional Note Guarantor will become a guarantor under the Senior Secured
Credit Facilities;



          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 the FLICA Joinder, the Additional Collateral Agent was appointed as, and
agreed to act as, a separate collateral agent with respect to the Designated Collateral (as defined
in the FLICA Joinder);



          WHEREAS the parties hereto desire that the Additional Collateral Agent acts as a separate
collateral agent with respect to the Designated Collateral under the Indenture;



          WHEREAS pursuant to (i) Section 9.01(a)(vi) of the Indenture, the Trustee, the Collateral
Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to amend the Indenture
to add a Note Guarantor with respect to any Note and (ii) Section 9.01(a)(xi) of the Indenture, the
Trustee, the Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized
to make any changes to the Indenture that do not adversely affect the rights of any Holders;



          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each Additional Note
Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as
follows:



          Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Indenture.



          1. Amendment of the Indenture



          Section 1.1. Definition of Collateral Agent. The Indenture is hereby amended by
deleting the definition of “Collateral Agent” in its entirety and replacing it by the following
definition:



          “Collateral Agent” means The Bank of New York Mellon in its capacity as collateral
agent under the First Lien Intercreditor Agreement, any successor thereto under the First Lien
Intercreditor Agreement, Wilmington Trust (London) Limited, as additional collateral agent under
the First Lien Intercreditor Agreement and any other collateral agent that accedes to the First
Lien Intercreditor Agreement as co-collateral agent or additional or



 









 




separate collateral agent with respect to all or any portion of the Collateral, and any
successor to any such other collateral agent.




          Section 1.2 Rights of Trustee. The Indenture is hereby amended by deleting the
Section 7.02(h) in its entirety and replacing it with the following:



          (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including without limitation its right to be indemnified and all the rights provided under this
Article VII (other than with respect to the Collateral Agent, Section 7.07(b), are extended to, and
shall be enforceable by, the Collateral Agent and The Bank of New York Mellon, as the Trustee and
in each of its other capacities hereunder.



          2. Additional Guarantors



          Section 2.1 Agreement to Guarantee. Each Additional Note Guarantor hereby agrees
jointly and severally with all other Note Guarantors, 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.



          Section 2.2. Ratification of Indenture; Third 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 Guarantors beginning as of the Issue
Date as if the Additional Note Guarantors had been parties thereto on such date, and any action or
inaction taken by the Additional Note Guarantors after the Issue Date and prior to the date hereof
prohibited by the Indenture, shall be deemed a Default by the Additional Note Guarantors, as
applicable, under the Indenture as of the date hereof. This Third 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. The Additional Note Guarantors hereby agree to
(i) be bound by and become a party to the First Lien Intercreditor Agreement, as amended,
supplemented, or otherwise modified from time to time, as if originally named Guarantors therein
and (ii) be bound by and become a party to the Existing Intercreditor Agreement, as if originally
named Obligors therein, by executing and delivering accession deeds to such Existing Intercreditor
Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder.



          3. Miscellaneous



          Section 3.1. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND EACH 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.




          Section 3.2. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Third Supplemental Indenture or any Guarantee referenced
herein.



          Section 3.3. Additional Collateral Agent Makes No Representation. The Additional
Collateral Agent makes no representation as to the validity or sufficiency of this Third
Supplemental Indenture or any Guarantee referenced herein.



          Section 3.4. Duplicate Originals. The parties may sign any number of copies of
this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



          Section 3.5. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.



          Section 3.6. No Adverse Interpretation of Other Agreements. This Third
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 Third Supplemental Indenture.



          Section 3.7. No Recourse Against Others. No director, officer, employee or
manager of an Additional Note Guarantor will have any liability for any obligations of the Issuers,
Note Guarantors 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 each
Additional Note Guarantor. The waiver may not be effective to waive liabilities under the federal
securities laws.



          Section 3.8. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantors,
subject to Section 10.08 of the Original Indenture, jointly and severally shall indemnify the
Trustee and the Additional Collateral 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 Third
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 (i)
asserted by the Issuers, BP I, any Additional Note Guarantor, any Holder or any other Person or
(ii) with respect to any action taken by the Trustee or the Additional Collateral Agent 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 the Additional Collateral Agent. The Trustee and
Additional Collateral 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 the Issuers, BP I or any Note Guarantor 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 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 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.



          Section 3.9. Successors and Assigns. All covenants and agreements of the Issuers,
BP I and the Additional Note Guarantors in this Third Supplemental Indenture and the Notes shall
bind their respective successors and assigns. All agreements of the Trustee and the Additional
Collateral Agent in this Third Supplemental Indenture shall bind its successors and assigns.



          Section 3.10. Severability. In case any one or more of the provisions contained
in this Third 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 Third Supplemental Indenture or the Notes.



          Section 3.11. 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 Additional Note Guarantors:



Reynolds Group Holdings Limited

Level Nine

148 Quay Street

Auckland 1140 New Zealand

Attn: Helen Golding

Fax: (64-9) 366 6263







 









 







If to the Additional Collateral Agent:



Wilmington Trust (London) Limited

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          Section 3.12. Amendments and Modification. This Third Supplemental Indenture may
be amended, modified, or supplemented only as permitted by the Indenture and by written agreement
of each of the parties hereto.








 









 







Verification of Execution of Document under Hand



I, John Barry Gray, Public Notary, practising in the City of Sydney in the State of New South Wales
in the Commonwealth of Australia CERTIFY that:





	 	(a)	 	I was present at Sydney on 29 January 2010 and saw HELEN DOROTHY GOLDING
execute the annexed THIRD SUPPLEMENTAL INDENTURE (“the Document”); and






	 	(b)	 	The signature on the Document purporting to be the signature of HELEN
DOROTHY GOLDING is her true signature and proper handwriting and she is of full age
and appeared to me to be of full capacity and executed the Document in accordance with
her authority.




IN WITNESS of which I have subscribed my name and affixed my seal of office this 29th
day of January two thousand and ten.




	 	 	 	 	 
	 	 
	/s/ John Barry Gray
 	 
	John Barry Gray 	 
	Public Notary


Sydney, New South Wales, Australia

My appointment is not limited by time 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have caused this Third 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 	 
	 
	 	 	 
	 	                           /s/ John B Gray
 	 
	 	John B Gray 	 
	 	Public Notary


Level 8, 65 York St


Sydney NSW 2000

Telephone (02) 8215 1566 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER LLC

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	 	 
	 	                             /s/ John B Gray
 	 
	 	John B Gray 	 
	 	Public Notary


Level 8, 65 York St


Sydney NSW 2000

Telephone (02) 8215 1566 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	REYNOLDS GROUP ISSUER 

(LUXEMBOURG) S.A.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	 	 
	 	                            /s/ John B Gray
 	 
	 	John B Gray 	 
	 	Public Notary


Level 8, 65 York St


Sydney NSW 2000

Telephone (02) 8215 1566 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I
S.A.

 	 
	 	by  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	 	 
	 	                            /s/ John B Gray
 	 
	 	John B Gray

Public Notary


Level 8, 65 York St


Sydney NSW 2000


Telephone (02) 8215 1566 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL (BRASIL)

SISTEMAS DE VEDAÇÃO LTDA.

 	 
	 	by  	/s/ Guilherme Rodrigues Miranda
 	 
	 	 	Name:  	Guilherme Rodrigues Miranda 	 
	 	 	Title:  	Manager 	 




Third Supplemental Indenture



 









 








	 	 	 	 	 
	 	SIG ASSET HOLDINGS LIMITED

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	CLOSURE SYSTEMS INTERNATIONAL 

HOLDINGS
(HUNGARY) KFT.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	CSI HUNGARY KFT.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	BIENES INDUSTRIALES DEL NORTE S.A. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 







	 	 	 	 	 
	 	CSI EN ENSENADA, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	CSI EN SALTILLO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	CSI TECNISERVICIO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	GRUPO CSI DE MEXICO, S. DE R.L. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	TECNICOS DE TAPAS INNOVATIVAS S.A. DE C.V.

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	SIG REINAG AG

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	SIG COMBIBLOC LTD

 	 
	 	by  	/s/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Attorney 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	WILMINGTON TRUST
(LONDON) LIMITED, as
Additional Collateral Agent

 	 
	 	by  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Relationship Manager 	 
	 



Third Supplemental Indenture



 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent,
Registrar and Collateral Agent

 	 
	 	by  	/s/ Maksim Genkin
 	 
	 	 	Name:  	Maksim Genkin 	 
	 	 	Title:  	Assistant Treasurer 	 
	 


STATE OF NEW YORK



COUNTY OF NEW YORK



On the 29 day of January in the year 2010 before me, the undersigned, personally appeared Maksim
Genkin, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the
instrument, the individual(s), or the person upon behalf of which the individual acted, executed
the instrument.




	 	 	 	 	 
	 	 	 
	 	                          /s/ Emily Fayan
 	 
	 	(Name) 	 
	 	 	 
	 


Sworn to before me this 29 day of January, 2010.




	 	 	 

	Notary Public

	 	 
	 	 	EMILY FAYAN
	Printed Name: Emily Fayan

	 	Notary Public, State of New York
	 

	 	No. 01FA4737006
	My Commission Expires:

	 	Qualified in Kings County
	 

	 	Certificate Filed in New York County
	 

	 	Commission Expires Dec. 31, 2013
	December 31, 2013

	 	 






Third Supplemental Indenture



 









 





SCHEDULE 1




Additional Note Guarantors




Closure Systems International (Brazil) Sistemas de Vedação Ltda.

Grupo CSI de Mexico, S. de R.L. de C.V.

CSI en Saltillo, S. de R.L. de C.V.

CSI Tecniservicio, S. de R.L. de C.V.

CSI en Ensenada, S. de R.L. de C.V.

Bienes Industriales del Norte S.A. de C.V.

Tecnicos de Tapas Innovativas S.A. de C.V.

SIG Asset Holdings Limited

SIG Reinag AG

Closure Systems International Holdings (Hungary) Kft.

CSI Hungary Kft.

SIG Combibloc Ltd.