EX-4.2.18 3 y93391a8exv4w2w18.htm EX-4.2.18 exv4w2w18
EXHIBIT 4.2.18
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 June 15, 2012 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”) and 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 Section 9.01(a)(i) of the Indenture, the Trustee, BP I and the Issuers are authorized (i) to amend the Indenture to cure any ambiguity, omission, mistake, defect or inconsistency 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 and BP I covenant and agree as follows:
          1. Amendment to the Indenture. The Indenture is hereby amended by adding at the end of the first paragraph of the definition of “Fixed Charge Coverage

 

 

Ratio” in Section 1.01 immediately after the words “or issued pursuant to Section 4.03(b)” the following:
          “which is omitted from the pro forma calculation pursuant to the foregoing clause (a).”
          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. Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Indenture, jointly and severally, shall indemnify the Trustee and each Agent (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 entry into this Eighteenth Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Eighteenth Supplemental Indenture against the Issuers and BP I (including this Section) and defending against or investigating any claim (whether asserted by the Issuers, BP I, 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 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 the Issuers or BP I executing this Eighteenth 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 and BP I, 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 and BP I 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 the Notes.

 

 

          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 affect 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 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 will have any liability for any obligations of the Issuers or Note Guarantors under the Notes, this Eighteenth Supplemental 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. Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Eighteenth Supplemental Indenture and the Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Eighteenth Supplemental Indenture shall bind its successors and assigns.
          11. 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.
          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:
Level 22
20 Bond Street
Sydney, NSW 2000, Australia
Attn: Helen Golding
Fax: +6192686693
helen.golding@rankgroup.co.nz
     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
          13. 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.
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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 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:   Officer   
 
  BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.    
 
  By:   /s/ Helen Dorothy Golding    
  Name:   Helen Dorothy Golding   
  Title:   Officer   
Supplemental Indenture
May 2010 Notes — Fixed Charge Coverage Ratio

 

 

         
  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
May 2010 Notes — Fixed Charge Coverage Ratio