exv10w3w55







	 	 	 	 	 



Exhibit 10.3.55




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 4, 2010, among BRPP,
LLC, a limited liability company organized under the laws of North Carolina with registered number
0556771 and having its registered address at 150 Fayetteville Street, Box 1101, Raleigh, North
Carolina 27601 (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 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.



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     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 (the “Guarantee”).



     3. [intentionally omitted]



     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.



	 	 	 	 	 
	 	BRPP, LLC

By: Blue Ridge Paper Products Inc.,

      Sole Member and Manager

 	 
	 	By:  	                /s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding                   	 
	 	 	Title:  	Secretary of the Sole Member 	 
	 
	 	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/  Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorised Signatory 	 



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