exv10w3w58







Exhibit 10.5.58




	 	 	 	 	 



SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)
dated as of 4 May 2010, among EVERGREEN
PACKAGING (LUXEMBOURG) S.À R.L., a Luxembourg private
limited liability company (société á
responsabilité limitée) with registered
office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach, Grand Duchy of
Luxembourg, registered with the Luxembourg Register of commerce and
Companies under number B 152662, having a share capital of EUR 12,500.-(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 or 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
(the “Guarantee”).



     3. Limitation on Guarantee. Notwithstanding any other provision of
this Supplemental Indenture, the Guarantee granted by the New Subordinated
Guarantor shall be limited so that the maximum amount payable by the New
Subordinated Guarantor under its guarantee obligation and its obligations
under (i) Section 10.01 of the credit agreement (the “Credit
Agreement”) dated 5 November 2009 and entered into between Reynolds Group
Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG
& Co. KGaA, Closure Systems International Holdings Inc., Closure
Systems International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds
Group Holdings Limited, the lenders from time to time party thereto and Credit
Suisse AG, as administrative agent, as amended by an amendment agreement dated
21 January 2010, and as further amended, extended, restructured, renewed,
novated, supplemented, restated, refunded, replaced or modified from time to
time, (ii) the Senior Secured Note Indenture (as defined in the Credit
Agreement), and (iii) the Senior Unsecured Note Indenture (as defined in the
Credit Agreement), shall be limited to an aggregate amount not exceeding the
higher of ninety percent (90%) of:


(a) the
New Subordinated Guarantor’s own funds (capitaux propres), as
referred to in article 34 of the Luxembourg law dated 19 December 2002
concerning the trade and companies register and the accounting and annual
accounts of undertakings (the “2002 Law”) as at the date of demand of payment
under this Agreement;



(b) the
New Subordinated Guarantor’s own funds (capitaux propres) as
referred to in article 34 of the 2002 Law as at the date of this Agreement.





 









 







The obligations and liabilities of the New Subordinated Guarantor under
this guarantee shall not include any obligation which, if incurred, would
constitute a misuse of corporate assets as defined under Article 17 1-1 of the
Luxembourg Company Act of 10 August 1915 or a breach of managers’ duties and/or
mismanagement.




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



     5. 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.



     6. 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.



     7. 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.



     8. 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.



     9. 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.



	 	 	 	 	 
	 	EVERGREEN PACKAGING

(LUXEMBOURG S.À.R.L.)

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