exv10w3w88






Exhibit 10.3.88




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 14, 2011, 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 Subordinated 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 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 Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which each of the New Subordinated Guarantors 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, each of the New Subordinated 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 Subordinated Guarantors 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 Guarantors 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 Guarantors. 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.




	 	 	 	 	 	 	 	 	 

	 	 	RENPAC HOLDINGS INC.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Joseph E. Doyle
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Joseph E. Doyle
	 
	 	 	 	 	 	Title:	 	Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REYNOLDS MANUFACTURING, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Joseph E. Doyle
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Joseph E. Doyle
	 
	 	 	 	 	 	Title:	 	Assistant 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/ Gregory Cole
	 	 	 	 	 
	 	 	 	 	Name:	 	Gregory Cole
	 	 	 	 	Title:	 	Authorised Signatory






Signature Page to the 2007 Senior Subordinated
Notes Supplemental Indenture — Ren/Pac and RMI




 









 





SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 14, 2011, 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. Notices. All notices or other communications to the New Senior Note Guarantors 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 Guarantors. 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.



 









 





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



	 	 	 	 	 	 	 	 	 

	 	 	RENPAC HOLDINGS INC.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Joseph E. Doyle
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Joseph E. Doyle
	 
	 	 	 	 	 	Title:	 	Assistant Secretary
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REYNOLDS MANUFACTURING, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Joseph E. Doyle
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	Joseph E. Doyle
	 
	 	 	 	 	 	Title:	 	Assistant 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/ Gregory Cole
	 	 	 	 	 
	 	 	 	 	Name:	 	Gregory Cole
	 	 	 	 	Title:	 	Authorised Signatory