exv10w2w58






Exhibit 10.2.58




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture”) dated as
of 4 May 2010, among EVERGREEN PACKAGING (LUXEMBOUG) S.À R.L., a
Luxembourg private limited liability company (société à
responsabilité limitée) with registered office at 6C,
Pare d’ Activités Syrdall, L-5365 Munsbach, Grand Duchy of Luxembourg,
registered with the Luxembourg Register of commerce and Companies
under number B 152662, having a share capital of EUR 12,500.-(the “New
Senior Note Guarantor”), BEVERAGE PACKAGING HOLD INGS (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 B
129.914 (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 9.0 1 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
(the “Guarantee”).



     3. Limitation on Guarantee. Notwithstanding any other provision of
this Supplemental Indenture, the Guarantee granted by the New Subordinated
Guarantor shall be limited so that the maximum amount payable by the New
Subordinated Guarantor under its guarantee obligation and its obligations under
(i) Section 10.01 of the credit agreement (the “Credit Agreement”)
dated 5 November 2009 and entered into between Reynolds Group Holdings Inc.,
Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co.
KGaA, Closure Systems International Holdings Inc., Closure Systems
International B.V. and SIG Austria Holding GmbH as borrowers, Reynolds Group
Holdings Limited, the lenders from time to time party thereto and Credit Suisse
AG, as administrative agent, as amended by an amendment agreement dated 21
January 2010, and as further amended, extended, restructured, renewed,
novated, supplemented, restated, refunded, replaced or modified from time to
time, (ii) the Senior Secured Note Indenture (as defined in the Credit
Agreement) and (iii) the Senior Unsecured Note Indenture (as defined in the
Credit Agreement), shall be limited to an aggregate amount not exceeding the
higher of ninety percent (90%) of:


(a) the New Senior Note Guarantor’s own funds (capitaux
propres), as referred to in article 34 of the Luxembourg law dated
19 December 2002 concerning the trade and companies register and the
accounting and annual accounts of undertakings (the “2002 Law”) as at the
date of demand of payment under this Agreement



(b) the New Senior Note Guarantor’s own funds (capitaux propres)
as referred to in article 34 of the 2002 Law as at the date of this
Agreement



 









 






The obligations and liabilities of the New Senior Note Guarantor under this
guarantee shall not include any obligation which, if incurred, would constitute
a misuse of corporate assets as defined under Article 171 — 1 of the Luxembourg
Company Act of 10 August 1915 or a breach of managers’ duties and/or
mismanagement.




     4. Notices. All notices or other communications to the New
Senior Note 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 Senior Note 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.



 









 





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



	 	 	 	 	 
	 	EVERGREEN PACKAGING

(LUXEMBOURG) S.À R.L.

 	 
	 	By:  	/s/ CINDI LEFARI
 	 
	 	 	Name:  	CINDI LEFARI 	 
	 	 	Title:  	AUTHORISED SIGNATORY 	 
	 
	 	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:  	AUTHORISED SIGNATORY