exv10w2w84






Exhibit 10.2.84




SUPPLEMENTAL INDENTURE





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 19, 2011, among
BUCEPHALAS ACQUISITION CORP., a Delaware corporation with an organizational identification number
in the State of Delaware of 4995748, and having its address for its registered office in the State
of Delaware at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (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 6C rue
Gabriel Lippmann, 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 (formerly The Bank of New York), 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.



[signature page follows]



 









 




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




	 	 	 	 	 
	 	BUCEPHALAS ACQUISITION CORP.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
 	 
	 
	 	By:  	/s/ Trevor Blewer
 	 
	 	 	Name:  	Trevor Blewer 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A.

 	 
	 	By:  	/s/ Helen Golding
 	 
	 	 	Name:  	Helen Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to 2007 Senior Notes Supplemental Indenture — BAC]