exv10w3w84






Exhibit 10.3.84




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 19, 2011,
among BUCEPHALAS ACQUISITION CORP., a Delaware corporation with an organizational
identification number in the State of Delaware of 4995748, and having its address for its
registered office in the State of Delaware at Corporation Trust Center, 1209 Orange Street,
Wilmington, DE 19801 (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 6C rue Gabriel Lippmann, 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 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.



     3. Notices. All notices or other communications to the New Subordinated
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 Subordinated 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.



[signature page follows]




 









 







          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	



BUCEPHALAS ACQUISITION CORP.

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



[Signature Page to 2007 Senior Notes Supplemental Indenture — BAC]