exv10w3w38







	 	 	 	 	 



Exhibit 10.3.38




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 2 December 2009,
among SIG HOLDINGS (UK) LIMITED, a limited liability company organised under the laws of
England and Wales, registered under number 06474959 and whose registered office is at 1
Park Row, Leeds, LS1 5AB, United Kingdom (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:



     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.




     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.



     Limitations on Guarantee. This guarantee does not apply to any liability to
the extent that it would result in this guarantee constituting unlawful financial
assistance within the meaning of Section 678 or 679 of the Companies Act 2006.



     Notices. All notices or other communications to the New Subordinated
Guarantor shall be given as provided in Section 13.02 of the Indenture.



     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.



     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.



     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.



     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.



     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.



	 	 	 	 	 
	 	SIG HOLDINGS (UK) LIMITED,

 	 
	 	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:  	 	 
	 




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