exv10w3w85






Exhibit 10.3.85




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 91/2% Senior Subordinated Notes due 2017
(the “Securities”), initially in the aggregate principal amount of €420,000,000;



     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 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, 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 Subordinated Guarantor under the
Indenture.



     3. Agreement to Guarantee. GPC Inc. 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.



     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.