exv10w2w47





Exhibit 10.2.47




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of 2
December 2009, among
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED, a Japanese joint stock corporation (kabushiki kaisha)
organised under the laws of Japan with registered number 0104-01-050445 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, Pare d’ Activitiés 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 JAPAN, LIMITED,

 	 
	 	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: