exv10w2w45






Exhibit 10.2.45





SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 2
December 2009, among CSI CLOSURE SYSTEMS
MANUFACTURING DE CENTRO AMERICA, LTDA, 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 Senior Note 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, Pare
d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered
with the Luxembourg register of commerce and companies under the number B
129.914 (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 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.



 









 





     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: