exv10w2w85






Exhibit 10.2.85




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 8, 2011, among
GRAHAM PACKAGING COMPANY INC., a Delaware corporation with an organizational identification number
in the State of Delaware of 2817340, and having its registered address at Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801 (“GPC Inc.”), 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 (formerly The Bank of New York),
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 5.01(b)(i)(A) of the Indenture provides that under certain circumstances the
Issuer is required to cause GPC Inc. to execute and deliver to the Trustee a supplemental indenture
pursuant to which GPC Inc. shall expressly assume the obligations of Bucephalas Acquisition Corp.
under the Indenture by unconditionally guaranteeing 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, GPC Inc., 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 Assume. GPC Inc. hereby expressly assumes all of the obligations of
Bucephalas Acquisition Corp., as a Senior Note Guarantor under the Indenture.



     3. Agreement to Guarantee. GPC Inc. 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.



     4. Notices. All notices or other communications to GPC Inc. 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 GPC Inc. 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.




	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY INC.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/ Trevor Blewer
 	 
	 	 	Name:  	Trevor Blewer 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorised Signatory 	 
	 



Signature Page to 2007 Senior  Notes Supplemental Indenture — GPC Inc.