exv4w5w8






Exhibit 4.5.8



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 SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Eighth Senior
Secured Notes Supplemental Indenture”) dated as of August 9, 2011 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”), the affiliates of the Issuers party hereto (the
“Luxembourg Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”),
principal paying agent, transfer agent, registrar and collateral agent (the
“Original Collateral Agent”) and Wilmington Trust (London) Limited, as additional
collateral agent (the “Additional Collateral Agent”), to the indenture dated as of
February 1, 2011, as amended or supplemented (the “Senior Secured Notes
Indenture”), in respect of the issuance of an aggregate principal amount of
$1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured
Notes”).



W I T N E S S E T H :




     WHEREAS pursuant to Sections 9.01(a)(i) and 9.01(a)(xi) of the Senior Secured Notes Indenture,
the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers
are authorized (i) to amend the Senior Secured Notes Indenture to cure an ambiguity and to make any
change that does not adversely affect the rights of any Holder and (ii) to execute and deliver this
Eighth Senior Secured Notes Supplemental Indenture;



 









 





     Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to them in the Senior Secured 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, each Issuer, BP I and
the Luxembourg Guarantors covenant and agree as follows:



          1. Amendment of the Senior Secured Notes Indenture. The Senior Secured Notes
Indenture is hereby amended by deleting Section 10.08(f) in its entirety and replacing it with the
following:




          “(f) Notwithstanding any other provision of this Senior Secured Notes Indenture or any other
Senior Secured Note Document, the obligations of any guarantor incorporated under the laws of
Luxembourg (the “Luxembourg Guarantors”) under (i) Section 10.01 of the Senior Secured Credit
Facilities, (ii) Article X of the 2009 Indenture, (iii) Article X of the October 2010 Senior
Indenture, (iv) Article X of the October 2010 Senior Secured Indenture, (v) Article X of the May
2010 Indenture, (vi) Article X of the Senior Notes Indenture, (vii) Article X of this Senior
Secured Notes Indenture and (viii) any other guarantee commitment contained in an agreement,
including, but not limited to, any facility, loan agreement or indenture which RGHL and the
administrative agent under the Senior Secured Credit Facilities agree is subject to this
limitation, in respect of the obligations of any Obligor which is not a direct or indirect
subsidiary of the applicable Luxembourg Guarantor, shall be limited to the aggregate maximum amount
(if any) permitted under applicable Luxembourg law.”




          2. Ratification of Senior Secured Notes Indenture; Eighth Senior Secured Notes
Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended
hereby, the Senior Secured 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 Eighth Senior
Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for
all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and
delivered shall be bound hereby.




          3. Governing Law. THIS EIGHTH SENIOR SECURED 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 Eighth Senior Secured Notes Supplemental Indenture.








2









 








          5. Duplicate Originals. The parties may sign any number of copies of this Eighth
Senior Secured 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.




          7. No Adverse Interpretation of Other Agreements. This Eighth Senior Secured 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 Eighth Senior Secured 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 Luxembourg
Guarantor, will have any liability for any obligations of the Issuers under the Senior Secured
Notes, this Eighth Senior Secured 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 Secured
Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may
not be effective to waive liabilities under the federal securities laws.




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




          10. Severability. In case any one or more of the provisions contained in this Eighth
Senior Secured Notes Supplemental Indenture or the Senior Secured 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 Senior Secured Notes
Supplemental Indenture or the Senior Secured Notes.




          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 Issuers or any Luxembourg Guarantor:



Suite 2502

Level 25 Citigroup Centre

2 Park Street






3









 







Sydney 2000, Australia

Attn: Helen Golding

Fax: +6192686693

helen.golding@rankgroup.co.nz



and



if
to the Trustee, Original Collateral Agent, 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



and



if to the Additional Collateral Agent:



Wilmington Trust (London) Limited

Third Floor

1 King’s Arms Yard

London EC2R 7AF

Facsimile: +44 (0)20 7397 3601

Attention: Elaine Lockhart




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






4









 








     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 LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Officer	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Helen D. Golding
 

Helen D. Golding
	 	 
	 

	 	Title:
	 	Officer	 	 






Supplemental Indenture

(Senior Notes — 2011 — Luxembourg)




 









 








	 	 	 	 	 	 	 

	 	 	EVERGREEN PACKAGING (LUXEMBOURG) S.À R.L	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cindi Lefari
 

Cindi Lefari
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À
R.L	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cindi Lefari
 

Cindi Lefari
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 





Supplemental Indenture

(Senior Notes — 2011 — Luxembourg)





 









 






	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as Trustee,
Principal Paying Agent, Transfer Agent, Registrar
and Original Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Catherine F. Donohue
 

Catherine F. Donohue
	 	 
	 

	 	Title:
	 	Vice President	 	 





Supplemental Indenture

(Senior Notes — 2011 — Luxembourg)





 









 






	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST (LONDON) LIMITED, as Additional
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul Barton
 

Paul Barton
	 	 
	 

	 	Title:
	 	Relationship Manager	 	 





Supplemental Indenture

(Senior Notes — 2011 — Luxembourg)