exv10w3w46





Exhibit 10.3.46






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 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’ Activites 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. 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 panties 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: