exv10w3w12






Exhibit 10.3.12




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 20 December 2007,
among SIG Combibloc Holding GmbH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organised under the laws of the Federal Republic of Germany having
its business address at Weilheimer Strasse 5, 79761 Waldshut-Tiengen, Germany, which is
registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Freiburg i. Br. under HRB 620756 (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 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, 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 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.



     (a) 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.



     (b) The New Subordinated Guarantor shall not be liable to pay any amount to the extent
that any liability or obligation under the Subordinated Guarantee would result in a
violation of, or give rise to directors’ personal liability (with respect to the New
Subordinated Guarantor or its shareholders) under, mandatory German capital maintenance
rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular
Sections 30 et seq. (and, if enacted, the new Section 64) of the German Act on Limited
Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections
57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital
Maintenance Rules”). To the extent that any liability or obligation of the New Subordinated
Guarantor under the Subordinated Guarantee violates or contradicts German Capital
Maintenance Rules or gives rise to directors’ personal liability, such liability or
obligation shall be deemed replaced by a liability or obligation of a similar nature
compliant with German Capital Maintenance Rules, which provides the best possible result
(within the limits of German Capital Maintenance Rules) in favour of the Holders and the
Trustee and their respective successors and assigns.



     (c) The Subordinated Guarantee shall further not be enforced to the extent that the
New Subordinated Guarantor demonstrates in reasonable detail that such enforcement would
lead to a breach of the duty of care owing by its shareholders to it (Gebot der
Rücksichtnahme auf die Eigenbelange der Gesellschaft) and/or of the prohibition of
insolvency-causing intervention (Verbot des existenzvernichtenden Eingriffs), as developed
by the recent jurisdiction (in particular BGH II ZR 178/99 Bremer “Vulkan”, BGH ZR 196/00
and BGH II ZR 300/00 “KBV” and BGH II ZR 3/04 “Trihotel”) of the Federal Supreme Court
(Bundesgerichtshof), caused for example, as far as this would be within the scope
of the cited court rulings, if the entering into the Subordinated Guarantee or its
enforcement results in the illiquidity (Zahlungsunfähigkeit) of the New Subordinated
Guarantor.



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     (d) The Trustee shall be obliged to retransfer proceeds from any enforcement of the
Subordinated Guarantee to the extent the New Subordinated Guarantor demonstrates in
reasonable detail that the enforcement was excluded pursuant to paragraphs (b) or (c)
above.



     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.



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



	 	 	 	 	 
	 	SIG COMBIBLOC HOLDING GmbH,

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                         /s/ Sarah Snow
 	 
	 	 	Name:  	Sarah Snow 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK, as Trustee,

 	 
	 	By:  	/s/ Mark Elsom
 	 
	 	 	Name:  	Mark Elsom 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.,

 	 
	 	By:  	/s/ Sarah Snow
 	 
	 	 	Name:  	Sarah Snow 	 
	 	 	Title:  	 	 
	 




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