exv10w2w11








Exhibit 10.2.11



The taking of this document or any certified copy of it or any other document which
constitutes substitute documentation for it, or any document which includes written
confirmations or references to it, into Austria as well as printing out any e-mail
communication which refers to this document in Austria or sending any e-mail communication to
which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
communication carrying an electronic or digital signature which refers to this document to an
Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the
original document as well as all certified copies thereof and written and signed references to
it outside of Austria and avoid printing out any e-mail communication which refers to this
document in Austria or sending any e-mail communication to which a pdf scan of this document is
attached to an Austrian addressee or sending any e-mail communication carrying an electronic or
digital signature which refers to this document to an Austrian addressee.




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 4 March 2010,
among SIG Combibloc GmbH, a limited liability company organized under the laws of
Austria with its seat in Saalfelden am Steinernen Meer, Austria, and its business
address at Industriestraße 3, 5760 Saalfelden am Steinernen Meer, Austria, registered
in the Austrian company’s register (Firmenbuch) under file number 237985d (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 6C, 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
(formerly The Bank of New York), as trustee under the indenture referred to below (the
“Trustee”).



WITNESSETH :





     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. Subject to Clauses 3 and 4, 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. Limitation on Guarantee.




     (i) Notwithstanding any other provision of this Supplemental Indenture, the
guarantee granted by a New Senior Note Guarantor incorporated in Austria under this
Supplemental Indenture (an “Austrian Guarantor”) is meant to be and shall be
interpreted as “abstrakter Garantievertrag” and the New Senior Note Guarantor
undertakes to pay the amounts due under or pursuant to this guarantee
unconditionally, irrevocably, upon first demand and without raising any defences
(“unbedingt, unwiderruflich, ueber erste Aufforderung und unter Verzicht auf alle
Einwendungen”).




     (ii) None of the obligations of the New Senior Note Guarantor under this
Supplemental Indenture shall be construed to create any obligation



 









 






of the New Senior Note Guarantor to act in violation of the mandatory
Austrian capital maintenance rules (“Kapitalerhaltungsvorschriften”) pursuant to
Austrian company law (the “Austrian Capital Maintenance Rules”), including without
limitation pursuant to Section 82 of the Austrian Act on Limited Liability Companies
(“Gesetz über Gesellschaften mit beschränkter Haftung”) and pursuant to Section 52 of
the Austrian Stock Corporation Act (“Aktiengesetz”), and all obligations of the
Austrian Guarantor shall be limited in accordance with the Austrian Capital
Maintenance Rules. This limitation would, to the extent applicable, restrict the right
of payment and would limit the claim accordingly irrespective of the granting of the
guarantee by the New Senior Note Guarantor under this Supplemental Indenture.




     4. Stamp Duty




     (i) Notices with respect to Austria. Each party agrees that it will (a) only send
notices and written references to this Supplemental Indenture or the Indenture (each,
a “Stamp Duty Sensitive Document”) to or from Austria by email which does not contain
the signature of any party (whether manuscript or electronic, including, for the
avoidance of doubt, the name of an individual or other entity) and (b) not send fax or
scanned copies of a signed Stamp Duty Sensitive Document to or from Austria.




     (ii) Document to be Kept Outside Austria. No party shall bring or send to or
otherwise produce in Austria (a) an original copy, notarised copy or certified copy
of any Stamp Duty Sensitive Document, or (b) a copy of any Stamp Duty Sensitive
Document signed or endorsed by one or more parties other than in the event that:




     (1) this does not cause a liability of a party to pay stamp duty in
Austria;




     (2) a party wishes to enforce any of its rights under or in connection with such
Stamp Duty Sensitive Document in Austria and is only able to do so (including, without
limitation, for reason of any objection or defence raised by any party in any form of
proceedings in Austria) by bringing, sending to or otherwise producing in Austria (a)
an original copy, notarised copy or certified copy of the relevant Stamp Duty
Sensitive Document or (b) a copy of any Stamp Duty Sensitive Document signed or
endorsed by one or more parties and it would not be sufficient for that party to
bring, send to or otherwise produce in Austria a simple copy (i.e. a copy which is not
an original copy, notarised copy or certified copy) of the relevant Stamp Duty
Sensitive Document for the purposes of such enforcement. In connection with the
foregoing, each party agrees that in any form of proceedings in Austria simple copies
may be submitted by either party and undertakes to refrain from (aa) objecting to the
introduction into evidence of a simple copy of any Stamp Duty Sensitive Document or
raising a defence to any action or to the exercise



 









 






of any remedy for the reason of an original or certified copy of any Stamp Duty
Sensitive Document not having been introduced into evidence, unless such simple copy
actually introduced into evidence does not accurately reflect the content of the
original document and (bb) contesting the authenticity
(“Echtheit”) of a simple copy of any such Stamp Duty Sensitive Document before an
Austrian court or authority, unless such simple copy does not accurately reflect
the content of the original document; or




     (3) a party is required by law, governmental body, court, authority or agency
pursuant to any law or legal requirement (whether for the purposes of initiating,
prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or
otherwise), to bring an original, notarised copy or certified copy of any Stamp Duty
Sensitive Document into Austria.




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




     6. 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.




     7. 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. The Issuer and the New
Senior Note Guarantor irrevocably and unconditionally:




	(a)	 	agree that any legal suit, action or proceeding against the Issuer or the New Senior Note
Guarantor arising out of or based upon this Supplemental Indenture, the Indenture, the
Securities or any Senior Note Guarantee or the transactions contemplated hereby may be
instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New
York, and courts of its own corporate domicile to the extent it is a defendant; and
	 
	(b)	 	waive, to the fullest extent they may effectively do so, any objection which they may now
or hereafter have to the laying of venue of any such proceeding.




 









 












     8. 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.




     9. 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.




     10. 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.



	 	 	 	 	 
	 	SIG COMBIBLOC GMBH,

 	 
	 	By:  	/s/ Philip West
 	 
	 	 	Name:  	Philip West       	 
	 	 	Title:  	Attorney 	 
	 
	 	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/ Philip West
 	 
	 	 	Name:  	Philip West 	 
	 	 	Title:  	Authorised Signatory