exv4w1w8






EXHIBIT 4.1.8



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 SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”)
dated as of May 4, 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”), THE BANK OF
NEW YORK MELLON, as trustee (the “Trustee”) and with respect to collateral
of certain Additional Note Guarantors, as collateral agent (the “Original
Collateral Agent”) under the indenture referred to below and WILMINGTON
TRUST (LONDON) LIMITED, as collateral agent (the “Additional Collateral
Agent” and, together with the Original Collateral Agent, the “Collateral
Agents”), 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, a supplemental indenture (the “Second Supplemental Indenture”) dated
as of December 2, 2009, a supplemental indenture (the “Third Supplemental Indenture”) dated as of
January 29, 2010, a supplemental indenture (the “Fourth Supplemental Indenture”) dated as of
February 2, 2010, a supplemental indenture (the “Fifth Supplemental Indenture”) dated as of
February 25, 2010, a supplemental indenture (the “Sixth Supplemental Indenture”) dated as of March
4, 2010, a supplemental indenture (the “Seventh Supplemental Indenture”) dated as of March 30, 2010
to the






 









 







indenture dated as of November 5, 2009 (the “Original Indenture”, and together with the
First Supplemental Indenture, the Second Supplemental Indenture, the
Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental
Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, 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”);




          WHEREAS the Additional Note Guarantors became subsidiaries of Reynolds Group Holdings Limited,
the parent company of the Issuers, upon consummation of the acquisition by certain subsidiaries of
Reynolds Group Holdings Limited of (i) Evergreen Packaging Inc.; and (ii) Evergreen Packaging
(Luxembourg) S.à r.l. from Carter Holt Harvey Limited;




          WHEREAS pursuant to a joinder agreement dated as of May 4, 2010 to the Senior Secured Credit
Facilities, each Additional Note Guarantor executing this Eighth Supplemental Indenture 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 the Original Collateral Agent is the collateral agent with respect to the collateral
of the Additional Note Guarantors (other than the collateral of Evergreen Packaging (Hong Kong)
Limited);




          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 collateral of Evergreen Packaging (Hong Kong) Limited is Designated Collateral (as
defined in the FLICA Joinder) and the Additional Collateral Agent has agreed to act as a collateral
agent with respect to such Designated Collateral;




          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 Section 9.01(a)(vi) of the Indenture, the Trustee, the Original Collateral
Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to (i) to amend the
Indenture to add a Note Guarantor with respect to any Note and (ii) to execute and deliver this
Eighth 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 Additional Note
Guarantor covenants and agrees for the equal and ratable benefit of the Holders of the Notes as
follows:




          1. Agreement to Guarantee. Each Additional Note Guarantor hereby agrees jointly and
severally with all other Note Guarantors executing this Eighth Supplemental Indenture, 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.




     (a) Notwithstanding any other provisions of this Eighth Supplemental Indenture, the Indenture,
or any other Note Document, the obligations of Evergreen Packaging (Luxembourg) S.à r.l., as
Additional Note Guarantor, under (i) Section 10.01 of the Credit Agreement, (ii) Article X of the
Original Indenture, (iii) a Senior Unsecured Note Indenture, dated May 5, 2010, by and among the
Issuers and The Bank of New York Mellon as trustee and (iv) any other agreement, including, but not
limited to, any facility, loan agreement or indenture to which it is a party, in respect of the
obligations of any Obligor that is not a direct or indirect subsidiary of Evergreen Packaging
(Luxembourg) S.à r.l., shall be limited at any time to an aggregate amount not exceeding the higher
of ninety percent (90%) of:




	 	(i)	 	its own funds (capitaux propres), as referred
to in article 34 of the Luxembourg law dated December 19, 2002
concerning the trade and companies register and the accounting and
annual accounts of undertakings (the “2002 Law”) as at the date of
demand of payment under the Indenture, increased by the amount of any
Luxembourg Intra-Group Liabilities (as defined below); and
	 
	 	(ii)	 	its own funds (capitaux propres), as referred
to in article 34 of the 2002 Law as at the date of this Eighth
Supplemental Indenture, increased by the amount of any Luxembourg
Intra-Group Liabilities.





          The limitation set forth in clause (a) above shall not apply to any amounts due by an Issuer
or Note Guarantor which has been directly or indirectly advanced to Evergreen Packaging
(Luxembourg) S.à r.l. or any of its subsidiaries.




     (b) The term “Luxembourg Intra-Group Liabilities” means any amounts owed by Evergreen
Packaging (Luxembourg) S.à r.l. to RGHL or any Subsidiaries that have not been financed (directly
or indirectly) by a borrowing under the Indenture.



          The obligations of Evergreen Packaging (Luxembourg) S.à r.l. under the Indenture shall not
include any obligations that, if incurred, would constitute a breach of





 









 







the provisions on financial
assistance as defined by Article 49-6 of the Luxembourg law of 10 August 1915 on commercial
companies, as amended, to the extent applicable, at the date of this Eighth Supplemental Indenture,
to it.




          (c) Notwithstanding any other provision of this Eighth Supplemental Indenture, the Indenture
or any other Note Document, the Note Guarantee of any Note Guarantor organized in Hong Kong does
not apply to any obligation to the extent that the assumption of such obligation would result in
such assumption constituting a breach of Section 47A (Prohibition of Financial Assistance) of the
Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as amended or replaced).




          2. Ratification of Indenture; Eighth 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 Eighth 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. Governing Law. THIS EIGHTH 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.




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




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




 









 








          6. Duplicate Originals. The parties may sign any number of copies of this Eighth
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 Eighth 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 Eighth Supplemental Indenture.




          9. 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.




          10. Indemnity. (a) The Issuers, BP I and the Additional Note Guarantors executing
this Eighth Supplemental Indenture, 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 Eighth 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
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 any Note Guarantor executing this Eighth 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 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.




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




          12. Severability. In case any one or more of the provisions contained in this Eighth
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 Eighth 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 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 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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

Attention: Elaine Lockhart




          14. Amendments and Modification. This Eighth 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 Eighth
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 	 



Eighth Supplemental Indenture




 









 






	 	 	 	 	 



	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING INC.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EVERGREEN PACKAGING INTERNATIONAL
(US) INC.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EVERGREEN PACKAGING USA INC.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLUE RIDGE HOLDING CORP.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BLUE RIDGE PAPER PRODUCTS INC.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	BRPP, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BLUE RIDGE PAPER PRODUCTS INC.,
as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Helen Golding
 

Name:   Helen Golding
	 	 
	 

	 	 	 	Title:   Secretary	 	 





 Eighth Supplemental Indenture



 









 






	 	 	 	 	 	 	 

	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Signature Page to Eighth Supplemental Indenture




 









 






	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING
INTERNATIONAL B.V.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Eighth Supplemental Indenture




 









 





	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING CANADA LIMITED
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Eighth Supplemental Indenture




 









 






	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING (HONG KONG) LIMITED
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Eighth Supplemental Indenture




 









 





	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING
(LUXEMBOURG) S.À.R.L.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Eighth Supplemental Indenture





 









 






	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING MEXICO,
S. DE R.L. DE C.V.
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:   Cindi Lefari
	 	 
	 

	 	 	 	Title:   Authorized Signatory	 	 





Eighth Supplemental Indenture




 









 






	 	 	 	 	 	 	 

	 	 	WHAKATANE MILL LIMITED
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Cindi Lefari
 

Name:  Cindi Lefari
	 	 
	 

	 	 	 	Title:  Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Witnessed by:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Chiara Brophy
 

Name:   Chiara Brophy
	 	 
	 

	 	 	 	Title:   Lawyer	 	 






Eighth Supplemental Indenture




 









 






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent, Registrar

and Original Collateral Agent

 	 
	 	By  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherin F. Donohue 	 
	 	 	Title:  	Vice President 	 
	 




Eighth Supplemental Indenture




 









 





	 	 	 	 	 
	 	WILMINGTON TRUST
(LONDON) LIMITED,
 as Additional
Collateral Agent
 
	 
	 	By  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Relationship Manager 	 
	 



Eighth Supplemental Indenture




 









 






SCHEDULE 1




Additional Note Guarantors



Blue Ridge Holding Corp.

Blue Ridge Paper Products Inc.

BRPP, LLC

Evergreen Packaging Inc.

Evergreen Packaging USA Inc.

Evergreen Packaging International (US) Inc.

Evergreen Packaging Canada Limited

Evergreen Packaging (Luxembourg) S.à r.l.

Evergreen Packaging International B.V.

Whakatane Mill Limited

Evergreen Packaging (Hong Kong) Limited

Evergreen Packaging Mexico S. de R.L. de C.V.




Eighth Supplemental Indenture