Eighth Senior Notes Supplemental Indenture to the 9.875% Senior Notes



 EXHIBIT 4.6.38 
 EXECUTION 
 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. 
 EIGHTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental
Indenture”) dated as of November 7, 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., a société anonyme (limited liability company) organized under the laws of Luxembourg (“BP I”), International Tray Pads &
Packaging, Inc., a North Carolina corporation (the “Additional Senior Note Guarantor”), and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), under the
indenture dated as of August 9, 2011, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate principal amount of $1,000,000,000 of 9.875% Senior Notes due 2019 (the “Senior
Notes”). 
 W I T N E S S E T H : 
 WHEREAS pursuant to Section 4.11 of the Senior Notes Indenture, each Restricted Subsidiary (unless such Subsidiary is an Issuer, a Senior 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
of the Senior Notes; 







 WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, BP I and
the Issuers are entitled to execute and deliver this Senior Notes Supplemental Indenture; 
 Capitalized terms used herein but
not otherwise defined herein shall have the meanings assigned to them in the Senior Notes 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 Senior Note Guarantor covenants and agrees for the equal and ratable benefit of the Holders of
the Senior Notes as follows: 
 1. Guarantee. The Additional Senior Note Guarantor hereby jointly and severally with all
other Senior Note Guarantors unconditionally guarantee the Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and agrees to
be bound as a Senior Note Guarantor by all the other applicable provisions of the Senior Notes Indenture. 
 2. Ratification
of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be
bound hereby. 
 3. Governing Law. THIS SENIOR NOTES 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 Senior Notes Supplemental Indenture. 
 5. Duplicate Originals.
The parties may sign any number of copies of this Senior Notes 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.


  
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 7. No Adverse Interpretation of Other Agreements. This Senior Notes 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 Senior Notes 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 the Additional Senior Note Guarantor, will have any liability for any obligations of the Issuers
under the Senior Notes, this Senior Notes Supplemental Indenture, the Senior Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided, however, the foregoing shall not in
any manner affect the liability of the Additional Senior Note Guarantor with respect to its Senior Note Guarantee. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
 9. Indemnity. (a) The Issuers, BP I and the Additional Senior Note Guarantor executing this Senior Notes Supplemental Indenture, subject to Section 10.08 of the Senior Notes Indenture,
jointly and severally, shall indemnify the Trustee and each 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 Senior Notes Supplemental Indenture or a Senior Note Guarantee provided herein against the Issuers, BP I or the Additional Senior Note Guarantor (including this Section) and defending itself against or investigating any claim (whether
asserted by the Issuers, BP I, the Additional Senior Note Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior 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 any of the Issuers, BP I or the Additional Senior Note Guarantor executing this Senior Notes 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 Senior 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. 

  
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 (b) To secure the payment obligations of the Issuers, BP I and the Additional Senior Note
Guarantor in this Section, the Trustee shall have a Lien prior to the Senior 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 Senior Notes. 

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

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

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

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes 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:	 	Authorized Signatory
	
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
		
	By:	 	 /s/ Helen Dorothy Golding

	Name:	 	Helen Dorothy Golding
	Title:	 	Authorized Signatory



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – AUGUST 2011) 









			
	INTERNATIONAL TRAY PADS & PACKAGING, INC.
		
	        By	 	 /s/ Joseph Doyle

	        Name:	 	Joseph Doyle
	        Title:	 	Secretary



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – AUGUST 2011) 









			
	THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent and Registrar
		
	By:	 	 /s/ Orla Forrester

	Name:	 	Orla Forrester
	Title:	 	Vice President



  

SUPPLEMENTAL INDENTURE 
 (SENIOR NOTES – AUGUST 2011)