Supplemental Indenture to the 8% Senior Notes due 2016 Indenture



 EXHIBIT 10.2.90 
 EXECUTION 
 SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 7, 2012, among BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg,
registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), International Tray Pads & Packaging, Inc., a North Carolina corporation (the “New Senior Note
Guarantor”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuer has heretofore executed
and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2007, providing for the issuance of the Issuer’s 8% Senior Notes due 2016 (the
“Securities”), initially in the aggregate principal amount of €480,000,000; 
 WHEREAS
Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Senior Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Senior Note Guarantor
shall unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Senior Note Guarantee on the terms and conditions set forth herein; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver
this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Senior Note Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or
recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and
for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular section hereof. 
 2. Agreement to Guarantee. The New Senior Note Guarantor hereby
agrees, jointly and severally with all existing Senior Note Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X
and Article 







 
XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Senior Note Guarantor under
the Indenture. 
 3. Notices. All notices or other communications to the New Senior Note Guarantor shall
be given as provided in Section 13.02 of the Indenture. 
 4. Ratification of Indenture; Supplemental
Indentures 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. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 6. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Senior Note Guarantor. Furthermore, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of
Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 

  
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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. 
  

					
	INTERNATIONAL TRAY PADS & PACKAGING, INC.
			
		 	By	 	 /s/ Joseph Doyle

		 	Name:	 	Joseph Doyle
		 	Title:	 	Secretary


 [Signature Page to the Supplemental Indenture – 2007 Senior Notes] 







 
			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Paul Cattermole

	Name:	 	Paul Cattermole
	Title:	 	Vice President


 [Signature Page to the Supplemental Indenture – 2007 Senior Notes] 







 
			
	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.
		
	By:	 	 /s/ Gregory Cole

	Name:	 	Gregory Cole
	Title:	 	Authorised Signatory


 [Signature Page to the Supplemental Indenture – 2007 Senior Notes]