exv10w3w81







	 	 	 	 	 



Exhibit 10.3.81




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 2 May 2011, by and
among DOPACO, INC., a Pennsylvania corporation having its registered office at 241 Woodbine
Road, Downingtown, PA 19335 (“Dopaco”), 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 4.11 of the Indenture provides that, under certain circumstances, the
Issuer is required to cause future guarantors of the Securities (such as Dopaco) to execute
and deliver to the Trustee a supplemental indenture pursuant to which future guarantors of
the Securities (such as Dopaco) 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, Dopaco, 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. Dopaco 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. [intentionally left in blank]



     4. Notices. All notices or other communications to Dopaco 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 Dopaco. 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.



	 	 	 	 	 
	 	DOPACO, INC.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	 	 
	 
	 	BEVERAGE PACKAGING HOLDINGS 

(LUXEMBOURG) II S.A.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON, as
Trustee

 	 
	 	By:  	/s/ Paul Cattermole
 	 
	 	 	Name:  	Paul Cattermole 	 
	 	 	Title:  	Vice President