exv4w3w8






EXHIBIT 4.3.8




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 May 2, 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
“Additional Senior Secured Note 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 October 15, 2010, as amended or supplemented (the “Senior
Secured Notes Indenture”), in respect of the issuance of an aggregate principal
amount of $1,500,000,000 of 7.125% Senior Secured Notes due 2019 (the “Senior
Secured Notes”).



W I T N E S S E T H :




          WHEREAS pursuant to Section 4.11 of the Senior Secured Notes Indenture, each Restricted
Subsidiary (unless such Subsidiary is an Issuer, a Senior Secured 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 Secured Notes and the Senior Secured Notes Indenture;




          WHEREAS the Original Collateral Agent is the collateral agent with respect to the collateral
of the Additional Senior Secured Note Guarantors;




          WHEREAS pursuant to Section 9.01(a)(vi) 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 add a Senior Secured Note Guarantor with respect
to any Senior Secured Note 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 Additional Senior
Secured Note Guarantors mutually covenant and agrees for the equal and ratable benefit of the
Trustee and the Holders of the Senior Secured Notes as follows:




               1. Agreement to Guarantee. Each Additional Senior Secured Note Guarantor hereby
agrees jointly and severally with all other Additional Senior Secured Note Guarantors executing
this Eighth Senior Secured Notes Supplemental Indenture to unconditionally guarantee the Issuers’
obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and
subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and to be
bound by all other applicable provisions of the Senior Secured Notes Indenture.




               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. Following the date
hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be
deemed to have been applicable to the Additional Senior Secured Note Guarantors beginning as of the
Issue Date as if the Additional Senior Secured Note Guarantors had been parties thereto on such
date, and any action or inaction taken by the Additional Senior Secured Note Guarantors after the
Issue Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be
deemed a Default by the Additional Senior Secured Note Guarantors, under the Senior Secured Notes
Indenture as of the date hereof. 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.








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               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.




               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 Additional Senior
Secured Note 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 and
release are part of the consideration for the guarantee of the obligations under the Senior Secured
Notes and the Senior Secured Notes Indenture by the Additional Senior Secured Note Guarantors. 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 and the
Additional Senior Secured Note 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






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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 Additional Senior Secured Note Guarantor:



Suite 2502

Level 25 Citigroup Centre

2 Park Street

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

6 Broad Street Place

London EC2M 7JH

Facsimile: +44 (0)20 7614 1122

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.






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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 LLC

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Secretary 	 
	 
	 	REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Officer 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)





 









 








	 	 	 	 	 
	 	DOPACO, INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	 	 
	 
	 	DOPACO CANADA, INC.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GARVEN INCORPORATED

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CONFERENCE CUP LTD.

 	 
	 	By:  	/s/ Helen D. Golding
 	 
	 	 	Name:  	Helen D. Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)





 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

Principal Paying Agent, Transfer Agent, Registrar

and Collateral Agent

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



Supplemental Indenture

(Senior Secured Notes — October 2010)




 









 








	 	 	 	 	 
	 	WILMINGTON TRUST (LONDON) LIMITED, as Additional
Collateral Agent

 	 
	 	By:  	/s/ Elaine Lockhart
 	 
	 	 	Name:  	Elaine Lockhart 	 
	 	 	Title:  	Director 	 
	 



Supplemental Indenture

(Senior Secured Notes — October 2010)