exv10w3w64






Exhibit 10.3.64




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 1, 2010,
among MAXPACK, S. DE R.L. DE C.V., a commercial company organised as sociedad de
responsabilidad limitada de capital variable under the laws of Mexico, having its address
at Blvd. Apodaca 800, Col. Apodaca Technology Park, 66600, Apodaca, N.L., Mexico (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 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 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. [intentionally left in blank]



     4. Notices. All notices or other communications to the New Subordinated
Guarantor 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 the New Subordinated Guarantor. 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.



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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.



	 	 	 	 	 
	 	MAXPACK, S. DE R.L. DE C.V.,

 	 
	 	By:  	/s/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	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/ Pru Wyllie
 	 
	 	 	Name:  	Pru Wyllie 	 
	 	 	Title:  	 	 



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