exv10w94












Exhibit 10.94




RANK GROUP LIMITED

LEVEL NINE 
148
QUAY STREET

PO BOX 3515

AUCKLAND, NEWZEALAND


September 1, 2010




Beverage
Packaging Holdings (Luxembourg) III S.à r.l.

6C, PARC D’ACTIVITÉS SYRDALL

L-5365 MUNSBACH

GRAND DUCHY OF LUXEMBOURG




REYNOLDS GROUP HOLDINGS INC. 
6641
West Broad Street 

Richmond, VA 23230

USA




CLOSURE SYSTEMS INTERNATIONAL B.V.

Teleportboulevard 140 

1043 EJ Amsterdam, 
The
Netherlands



Ladies and Gentlemen:









     Reference
is made to the Stock Purchase Agreement dated as of September 1,
2010, by and between Beverage Packaging Holdings (Luxembourg) III
S.à r.l., a
private limited liability company (société à responsabilité limitée) duly formed
under the laws of the Grand Duchy of Luxembourg (“Parent
Buyer”), Reynolds Group
Holdings Inc. a Delaware corporation (“US Subsidiary Buyer”), Closure Systems
International B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands (“International Subsidiary Buyer”) and, together with the
Parent Buyer and the US Subsidiary Buyer, the “Buyers”), and Reynolds Packaging
(NZ) Limited, a New Zealand company (“Seller”) (as such agreement may be amended
from time to time, the “Stock Purchase Agreement”). Capitalized terms
used herein without definition shall have the meaning ascribed to them in the
Stock Purchase Agreement.



     As an inducement for the
Buyers and Seller to enter into the Stock Purchase
Agreement, Rank Group Limited (“Rank”), a New Zealand company and an affiliate of
Seller, hereby agrees to (i) enforce, in its reasonable discretion, any and all
indemnification claims Rank may have against Alcoa Inc., a Pennsylvania
corporation (“Alcoa”), under that certain Acquisition Agreement (the
“Alcoa Acquisition Agreement”), dated as of
December 21, 2007, between
Alcoa and Rank, to the extent such claims are in respect of any Loss (as such
term is defined in the Alcoa Acquisition Agreement), experienced by the Business,
any Company or any Company Subsidiary and (ii) shall promptly pay over to the
applicable Company any amounts Rank or any of its



 









 





     Affiliates (other than a Company or any Company Subsidiary) may receive from Alcoa pursuant to the
Alcoa Acquisition Agreement in respect of any such indemnification
claim, net of any out of porcket
costs and expenses associated with asserting such claim.



     This letter shall terminate from and after the date on which all or portion of the equity
interests of any Buyer or Rank or any parent entity of any Buyer or Rank is issued to or sold,
assigned or otherwise transferred to any Person that is not controlled directly or indirectly by
the Hart Group.



     This
letter will be governed by and construed in accordance with the internal law of the State
of New York. This letter may be executed in counterparts and by facsimile, each of which will be an
original and all of which together will be one and the same instrument.



[Remainder of the Page Intentionally Left Blank]








2









 








     Please
evidence your agreement with the foregoing by executing a copy of this letter
agreement and returning it to us.



	 	 	 	 	 
	 	Very truly yours,



RANK GROUP LIMITED

 	 
	 	By:  	[ILLEGIBLE]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Acknowledged and agreed



as of the dale set forth above:



BEVERAGE
PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.




	 	 	 	 	 

	By:
	 	/s/ OLIVIER  DORIER	 	[ILLEGIBLE]
	 

	 	 

Name: OLIVIER  DORIER
	 	A MANAGER
	 

	 	Title:  B MANAGER	 	 





REYNOLDS GROUP HOLDINGS INC.




	 	 	 	 	 

	By:

	 	[ILLEGIBLE]
 

Name:
	 	 
	 

	 	Title:	 	 





CLOSURE SYSTEMS INTERNATIONAL B.V.




	 	 	 	 	 

	By:

	 	[ILLEGIBLE]
 

Name:
	 	 
	 

	 	Title:
     Orangefield Trust (Netherlands) B.V.	 	 
	 

	 	               Proxy Holder of CSI B.V.