Sixteenth Supplemental Indenture to the 8.250% Senior Notes



 EXHIBIT 4.6.35 
 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. 
 SIXTEENTH 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. (“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 (the “Trustee”), principal paying agent, registrar and transfer agent, to the indenture dated as of February 1, 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 8.250% Senior Notes due 2021 (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
and the other obligations of the Issuers under the Senior Notes and the Senior Notes Indenture; 







 WHEREAS pursuant to Section 9.01(a)(vi) of the Senior Notes Indenture, the Trustee, BP
I and the Issuers are authorized (i) to amend the Senior Notes Indenture to add a Senior Note Guarantor with respect to any Senior Note and (ii) 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 Trustee and 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 guarantees 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 by all 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 AND THE ADDITIONAL SENIOR NOTE GUARANTORS AGREE 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 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. 

  
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 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 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 a Senior Note Guarantor, will have any liability for any obligations of the Issuers under the
Senior Notes, this Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. 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 the guarantee of the obligations under the Senior Notes and the Senior Notes Indenture by the Additional Senior 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 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 

and 
 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 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 – FEBRUARY 2011) 







 
					
	 INTERNATIONAL TRAY PADS &
 PACKAGING, INC.

			
		 	By	 	 /s/ Joseph Doyle

		 	Name:	 	Joseph Doyle
		 	Title:	 	Secretary


 SUPPLEMENTAL INDENTURE 

(SENIOR NOTES – FEBRUARY 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 – FEBRUARY 2011)