exv10w3w45






Exhibit 10.3.45





SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
2 December 2009, among CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA,
SOCIEDAD DE RESPONSABILIDAD LIMITADA, a limited liability company organised
under the laws of Costa Rica with registered number 3-102-226363 and having
its registered address at 11th Avenue, between 5th and 7th Streets,
#517, San Jose, Costa Rica (the “New Subordinated Guarantor”), BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (or its successor), 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”) and The Bank of New York
Mellon, 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 91/2% Senior Subordinated Notes due 2017 (the
“Securities”), initially in the aggregate principal amount of
€420,000,000;



     WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Issuer is required to cause the New Subordinated
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subordinated Guarantor shall unconditionally
guarantee all the Issuer’s Obligations under the Securities and the
Indenture pursuant to a Subordinated 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 Subordinated 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 Subordinated Guarantor
hereby agrees, jointly and severally with all existing Subordinated
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 Subordinated Guarantor under the Indenture.



     3. Notices. All notices or other communications to the
New Subordinated 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 Subordinated 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.




	 	 	IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first
above written.





	 	 	 	 	 
	 	CSI CLOSURE SYSTEMS

MANUFACTURING DE CENTRO

AMERICA LTDA,

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK
MELLON, as Trustee,

 	 
	 	By:  	/s/ Paul Cattermole
 	 
	 	 	Name:  	Paul Cattermole 	 
	 	 	Title:  	Vice President 	 
	 
	 	BEVERAGE PACKAGING

HOLDINGS (LUXEMBOURG) II S.A.,

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title: