exv10w77






EXHIBIT 10.77




 




Letter of Indemnification




Dated 14 January 2011



Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification



(Guernsey — SIG)



 




 









 





Contents




	 	 	 	 	 	 	 
	Clause	 	Page	 
	1.
	 	Definitions	 	 	4	 
	 
	2.
	 	Indemnification	 	 	4	 
	 
	3.
	 	Limitations on Indemnification	 	 	4	 
	 
	4.
	 	Indemnification Procedure	 	 	4	 
	 
	5.
	 	Severability	 	 	5	 
	 
	6.
	 	Governing law and jurisdiction	 	 	5	 
	 
	7.
	 	Amendments	 	 	5	 
	 
	 	 	 	 	 	 
	Schedule	 	 	 	 
	 
	1.
	 	Part A: Guernsey Obligor	 	 	7	 
	 
	2.
	 	Part B: List of Indemnitees	 	 	8	 






 









 





THIS LETTER OF INDEMNIFICATION is made on 14 January 2011




BY:



Reynolds Group Holdings Limited, a company registered in New Zealand whose registered office is at
c/o Bell Gully (GJM), Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand
(“RGHL”);




IN FAVOUR AND FOR THE BENEFIT OF:



Each Indemnitee (as defined below).




BACKGROUND





	A.	 	As part of the Reynolds group of companies (the “Reynolds Group”), the Guernsey
Obligor (as defined below) is a guarantor and/or security provider (as relevant) in respect of
the Reynolds Group’s existing financing arrangements (the “Existing Financing
Arrangements”), including, without limitation, by:






	 	(a)	 	providing a guarantee and/or security (as applicable) with respect to the
senior secured credit agreement dated as of November 5, 2009, between, among others,
RGHL, the borrowers listed therein and Credit Suisse AG, as amended by (i) Amendment
No. 1, dated as of January 21, 2010, (ii) an amendment and assumption agreement dated
as of May 4, 2010, (iii) an amendment and assumption agreement dated as of September
30, 2010 and (iv) each guarantor joinder entered into from time to time (the
“Senior Secured Credit Facilities”);






	 	(b)	 	providing a guarantee and/or security (as applicable) with respect to the
7.75% senior secured notes due 2016 issued by members of the Reynolds Group in
aggregate principal amounts of US$1,125,000,000 and €450,000,000 pursuant to an
indenture dated November 5, 2009 (the “2009 Notes”); and






	 	(c)	 	providing a guarantee and security with respect to the 7.125% senior secured
notes due 2019 issued by members of the Reynolds Group in aggregate principal amounts
of US$1,500,000,000 pursuant to an indenture dated October 15, 2010 (the “2010
Secured Notes”);






	 	 	(the Senior Secured Credit Facilities, the 2009 Notes and the 2010 Secured Notes being
together, the “Existing Secured Indebtedness”),






	 	(d)	 	providing a guarantee with respect to certain notes issued by members of the
Reynolds Group, including (i) 8% senior notes due 2016 issued




 









 












	 	 	 	in an aggregate principal amount of €480,000,000 pursuant to an indenture dated
June 29, 2007, (ii) 9.5% senior subordinated notes due 2017 issued in an aggregate
principal amount of €420,000,000 pursuant to an indenture dated June 29, 2007,
(iii) 8.5% senior notes due 2018 issued in an aggregate principal amount of
US$1,000,000,000 pursuant to an indenture dated May 4, 2010 and (iv) 9.0% senior
notes due 2019 issued in an aggregate principal amount of US$1,500,000,000
pursuant to an indenture dated October 15, 2010 ((i), (ii), (iii) and (iv) are
together, the “Existing Notes”); and






	 	(e)	 	being party to the intercreditor arrangements in respect of the guarantees,
indebtedness and security described above (the “Intercreditor Arrangements”).






	B.	 	It is currently intended that additional debt will be incurred in order to, without
limitation, (i) repay some or all of the debt incurred pursuant to the Senior Secured Credit
Facilities and/or (ii) increase the amount of cash available to certain members of the
Reynolds Group, including, without limitation, for general corporate purposes, to pay fees
and/or expenses in connection with the Transactions (as defined below) and/or to fund future
acquisitions.






	C.	 	In connection with such incurrence of indebtedness, it is intended that the Existing
Financing Arrangements be supplemented and/or amended. The Guernsey Obligor (as defined below)
may, among other things, be required to do some or all of the following:






	 	(a)	 	provide a guarantee in respect of the issue of new senior unsecured notes by
indirect subsidiaries of RGHL (the “New Unsecured Notes”), and enter into a
purchase agreement and registration rights agreement relating to the New Unsecured
Notes;






	 	(b)	 	provide a guarantee and security in respect of the issue of new senior
secured notes by indirect subsidiaries of RGHL (the “New Secured Notes”) which
will be secured on a pari passu basis with the security granted by the Guernsey
Obligor in respect of the Existing Secured Indebtedness, and enter into a purchase
agreement and registration rights agreement relating to the New Secured Notes; it is
intended that the aggregate amount of New Secured Notes and New Unsecured Notes issued
will not exceed US$2,000,000,000;






	 	(c)	 	publish offering documents in respect of the New Secured Notes and the New
Unsecured Notes, together with entering into agreements relating to both the
underwriting of those notes by the initial note purchasers and the future registration
of those notes (and consequent tender offer) with the US Securities Exchange
Commission;




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	 	(d)	 	in addition to (whether contemporaneously or otherwise), or instead of, the
issue of the New Secured Notes and/or the New Unsecured Notes, enter into an amendment
and/or restatement agreement relating to the Senior Secured Credit Facilities to (i)
allow for the incurrence of additional indebtedness (the “Additional Bank
Debt”) that will be incurred to repay some or all of the existing tranches of debt
under the Senior Secured Credit Facilities, or into which some or all of the existing
tranches of debt under the Senior Secured Credit Facilities will be converted or
rolled over, (ii) reflect any repayment of debt made from the proceeds of the
Additional Bank Debt, the New Unsecured Notes and/or the New Secured Notes and/or
(iii) any amendments that are agreed with the Lenders (as defined therein) to update
certain of the commercial terms, including, without limitation, relating to pricing,
maturity and commercial and financial covenants (the “Amendment Agreement”);






	 	(e)	 	provide certain affirmations, re-affirmations and/or confirmations that its
guarantees currently in place in respect of the Existing Secured Indebtedness continue
in full force and effect notwithstanding the Transactions (as defined below) and
extend to the New Secured Notes;






	 	(f)	 	provide any amendment, restatement, affirmation, re-affirmation, supplement,
extension, confirmation or release and retake of security, or grant of new or
additional security (which may be second or third ranking) in respect of collateral
under the applicable agreements, instruments or other documents creating security
interests in respect of the Existing Secured Indebtedness (the “Security
Documents”) in order to provide that such Security Documents (i) secure
obligations with respect to the New Secured Notes on a pari passu basis with the
Existing Secured Indebtedness to the extent possible and (ii) continue to secure
obligations in respect of the Existing Secured Indebtedness; and/or






	 	(g)	 	enter into such amendments, supplements, joinders or other documents in
connection with the Intercreditor Arrangements to the extent required as may be
necessary to give effect to the proposed new structure;






	 	 	together, the “Transactions”. The documents relating to the Transactions are
collectively, the “Transaction Documents”.






	D.	 	RGHL has agreed to provide an indemnity to the Indemnitees (as defined below) in respect of
the Transactions, as further described below.




It is the intention of RGHL that this document be executed as a Letter of Indemnification in favour
and for the benefit of each Indemnitee.








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THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





	1.	 	Definitions






	 	 	“Guernsey Obligor” means each company listed in Part A to the Schedule to this
Letter of Indemnification.






	 	 	“Indemnitee” means each person listed in Part B to the Schedule to this Letter of
Indemnification.






	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Guernsey Obligor of
which an Indemnitee is a director.






	2.	 	Indemnification






	 	 	RGHL shall upon first demand indemnify each Indemnitee against expenses, losses,
liabilities, judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges in connection therewith) incurred by an Indemnitee
or on an Indemnitee’s behalf in connection with any proceeding resulting from or relating
to decisions the Indemnitee made or any actions the Indemnitee took on behalf of the
Indemnitee Company in his or her capacity as a director of the Indemnitee Company in
connection with any transactions or the approval or execution of any resolutions or
documents in relation to the Transactions.






	3.	 	Limitations on Indemnification






	 	 	Notwithstanding any other provision of this Letter of Indemnification, an Indemnitee shall
not be entitled to indemnification under this Letter of Indemnification:






	 	(a)	 	to the extent such indemnification is not permitted by applicable laws; or






	 	(b)	 	to the extent that payment is actually made, or for which payment may be
immediately claimed, to or on behalf of the relevant Indemnitee under an insurance
policy, unless the Indemnitee assigns to RGHL any related payments claims under such
insurance policy; or






	 	(c)	 	to the extent that payment has or will be made to the relevant Indemnitee by
the Indemnitee Company or any affiliate of RGHL otherwise than pursuant to this Letter
of Indemnification.






	4.	 	Indemnification Procedure






	4.1	 	Each Indemnitee shall give RGHL notice in writing (including by e-mail or telefax) as soon as
practicable of any proceeding in relation to that Indemnitee for which indemnification will or
could be sought under this Letter of




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	 	 	Indemnification. To obtain indemnification payments or advances under this Letter of
Indemnification, an Indemnitee shall submit to RGHL a written request therefore, together
with such invoices or other supporting information as may be reasonably requested by RGHL
and reasonably available to the relevant Indemnitee. Subject to clause 4.2, RGHL shall
make such indemnification payment within 10 business days of receipt of such invoices and
supporting information.






	4.2	 	Each Indemnitee shall be obliged as soon as practicable to claim his rights under any
applicable insurance policy and shall assign to RGHL any related payments claims under such
insurance policy. However, this clause 4.2 does not affect the Indemnitee’s right to
indemnification under clause 2 above.






	4.3	 	For the avoidance of doubt, an Indemnitee shall not forego any rights to indemnification
under this Letter of Indemnification where he fails to give notice within the period specified
in sentence 1 (“as soon as practicable”) of this clause 4.






	5.	 	Severability






	 	 	If any provision or provisions of this Letter of Indemnification shall be held to be
invalid, illegal or unenforceable for any reason, the validity, legality and enforceability
of the remaining provisions of this Letter of Indemnification and this Letter of
Indemnification shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law.






	6.	 	Governing law and jurisdiction






	 	 	This Letter of Indemnification shall be governed by and its provisions construed in
accordance with Swiss law. All the parties to this Letter of Indemnification irrevocably
agree that the courts of Zurich are to have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Letter of Indemnification (including any dispute
regarding the existence, validity or termination of this Letter of Indemnification).






	7.	 	Amendments






	 	 	No amendment or modification of this Letter of Indemnification shall be effective unless it
is approved in writing by each Indemnitee having the benefit of this Letter of
Indemnification.




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IN WITNESS of which this Letter of Indemnification has been executed and has been delivered on the
date stated at the beginning of this Letter of Indemnification for the benefit and in favour of
each Indemnitee.




Reynolds Group Holdings Limited




	 	 	 	 	 
	 	 	 
	 	/s/ Gregory Cole
 	 
	 	Name:  	Gregory Cole 	 
	 	 	 



	 	 	 	 	 
	 	 	 
	 	 /s/ [ILLEGIBLE]
 	 
	 	Signature of witness 	 
	 	 	 
	 	 	 
	 	 /s/ Analyst
 	 
	 	Occupation 	 
	 	 	 
	 	 	 
	 	 /s/ Auckland
 	 
	 	City of Residence 	 
	 	 	 
	 








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Schedule




Part A



Guernsey Obligor




	•	 	SIG Asset Holdings Ltd




7









 











Part B




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Holger Christian Dickers
	 
	•	 	Joachim Frommherz
	 
	•	 	David Hugh Richards
	 
	•	 	Richard John Tee




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