exv10w2w46








	 	 	 	 	 



Exhibit 10.2.46






SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 2
December 2009, among CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK, a
Japanese joint stock corporation (kabushiki kaisha) organised under the laws
of Japan with registered number 0104-01-073888 and having its registered
address at 2-7-4, Nishishimbashi, Minato-ku, Tokyo, Japan (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 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, 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 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. 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. Notices. All notices or other communications to the
New Senior Note 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 Senior Note 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.



 









 





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



	 	 	 	 	 
	 	CLOSURE SYSTEMS

INTERNATIONAL HOLDINGS

(JAPAN) KK

 	 
	 	By:  	/s/
CINDI LEFARI 	 
	 	 	Name:  	CINDI LEFARI 	 
	 	 	Title:  	 	 
	 
	 	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: