exv10w2w88






Exhibit 10.2.88




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 20, 2012,
among 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’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"), the
affiliates of the Issuer party hereto (the “New Senior Note Guarantors”) 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 Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which each of the New Senior Note Guarantors
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, each of the New Senior Note
Guarantors, 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. Each of the New Senior Note Guarantors 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. Limitation on Guarantee. Notwithstanding any other provision of this
Supplemental Indenture, the Guarantee granted by Beverage Packaging Holdings (Luxembourg)
IV S.à r.l. (the “Luxembourg New Guarantor”) shall be limited so that the maximum amount
payable by the Luxembourg New Guarantor under its guarantee obligation and its obligations
under (i) Section 10.01 of the Second Amended and Restated Credit Agreement (as further
amended, extended, restructured, renewed, novated, supplemented, restated, refunded,
replaced or modified from time to time, the “Credit Agreement”) dated 9 August 2011 and
entered into between Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC
(f/k/a Reynolds Consumer Products Holdings Inc.), Pactiv LLC (f/k/a Pactiv Corporation),
Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria
Holding GmbH, Closure Systems International B.V. as borrowers, Reynolds Group Holdings
Limited, the lenders from time to time party thereto and Credit Suisse AG, as
administrative agent (ii) the Senior Secured Note Indentures (as defined in the Credit
Agreement) and (iii) the Senior Unsecured Note Indentures (as defined in the Credit
Agreement), shall be limited to an aggregate amount not exceeding the higher of ninety
percent (90%) of:



     (a) the Luxembourg New 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 Luxembourg New 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 Luxembourg New 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
Guarantors 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 Guarantors. 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.




	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING PX COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	GRAHAM PACKAGING PX,	 	 
	 

	 	 	 	LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PX, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPACSUB LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPC CAPITAL CORP. I
	 
	 	 	 	 	 	 
	 

	 	By	 	     /s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






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







 









 








	 	 	 	 	 	 	 

	 	GPC CAPITAL CORP. II
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPC OPCO GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GPC SUB GP LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING ACQUISITION
	 	CORP.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY,
	 	L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






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






 









 








	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING GP
	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING LC, L.P.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING LP
	 	ACQUISITION LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PET
	 	TECHNOLOGIES INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING PLASTIC
	 	PRODUCTS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






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





 









 








	 	 	 	 	 	 	 

	 	GRAHAM PACKAGING PX HOLDING
	 	CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING REGIOPLAST
	 	STS INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING MINSTER LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING HOLDINGS
	 	COMPANY
	 
	 	 	 	 	 	 
	 

	 	By
	 	BCP/GRAHAM HOLDINGS	 	 
	 

	 	 	 	L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






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









 









 








	 	 	 	 	 	 	 

	 	GRAHAM RECYCLING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 

	 	By
	 	GPC SUB GP LLC, its general	 	 
	 

	 	 	 	partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	GRAHAM PACKAGING WEST
	 	JORDAN, LLC
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS
	 	(LUXEMBOURG) IV S.À R.L.
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Helen Dorothy Golding	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Helen Dorothy Golding	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






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






 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as

Trustee

 	 
	 	By:  	/s/ Paul Cattermole
 	 
	 	 	Name:  	Paul Cattermole 	 
	 	 	Title:  	Vice President 	 
	 



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












 









 








	 	 	 	 	 
	 	BEVERAGE PACKAGING HOLDINGS 

(LUXEMBOURG) II S.A.

 	 
	 	By:  	/s/ Gregory Cole
 	 
	 	 	Name:  	Gregory Cole 	 
	 	 	Title:  	Authorised Signatory 	 
	 



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