SUPPLEMENTAL INDENTURE
Exhibit 10.3.82
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of 5 November 2009,
among CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À X.X., a private limited liability
company (société à responsabilité limitée) organised under the laws of Luxembourg, having
its registered office at 6C, Parc d’Activités Syrdall, L-5365 Munsbach, Grand Duchy of
Luxembourg, under pending registration with the Luxembourg Register of Commerce and
Companies (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 at 6, Parc d’Activités Syrdall, X-0000 Xxxxxxxx,
Xxxxx-Xxxxx xx Xxxxxxxxxx, registered with the Luxembourg register of commerce and
companies under the number B129.914 (the “Issuer”) and The Bank of New York, as trustee
under the indenture referred to below (the “Trustee”).
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;
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.
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 shall at no time exceed the Maximum Amount.
“Maximum Amount” shall mean, in respect of the New Subordinated Guarantor the
aggregate amount of any intercompany loans (or other financial support in any form) made
available to New Subordinated Guarantor (and/or any of its direct or indirect Subsidiaries)
by the Issuer with funds deriving directly or indirectly from any proceeds of the
Securities (whether or not outstanding at that time).
The obligations and liabilities of the New Subordinated 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.
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WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
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CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À X.X., |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | ||||
THE BANK OF NEW YORK, as Trustee, |
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By: | /s/ Xxxxxxx Xxx | |||
Name: | Xxxxxxx Xxx | |||
Title: | Senior Associate | |||
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: |
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