exv4w5w8

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

/s/ Catherine F. Donohue

Catherine F. Donohue

Vice President

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.

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

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.

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)

Supplemental Indenture
(Senior Notes — 2011 — Luxembourg)

Supplemental Indenture
(Senior Notes — 2011 — Luxembourg)