exv10w92







	 	 	 	 	 



Exhibit 10.92




RANK GROUP LIMITED

LEVEL NINE

148 QUAY STREET

PO BOX 3515

AUCKLAND, NEW ZEALAND



October 15, 2009




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

6C, PARC D’ACTIVITÉS SYRDALL

L-5365 MUNSBACH

GRAND DUCHY OF LUXEMBOURG



Ladies and Gentlemen:





     Reference is made to the Stock Purchase Agreement (the “Stock Purchase Agreement”),
dated as of October 15, 2009, by and between Beverage Packaging
Holdings (Luxembourg) III S.à r.l., a private limited liability
company (société
a responsabilité limitée) duly formed under the laws
of the Grand Duchy of Luxembourg (“Parent Buyer”), Reynolds Group Holdings Inc. a Delaware
corporation (“Subsidiary Buyer”, and together with the Parent Buyer, the “Buyers”),
and Reynolds Consumer Products (NZ) Limited, a New Zealand company (“Seller”) (as such
agreement may be amended from time to time, the “Purchase Agreement”) Capitalized terms
used herein without definition shall have the meaning ascribed to them in the Purchase Agreement.



     As an inducement for the Buyers and Seller to enter into the 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 pocket 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]






 









 








     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:  	/s/ Allen Philip Hugli
 	 
	 	 	Name:  	Allen Philip Hugli 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	Acknowledged and agreed 

as of the date set forth above:



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

 	 
	 	By:  	/s/
Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	REYNOLDS GROUP HOLDINGS INC.

 	 
	 	By:  	/s/ Cindi Lefari
 	 
	 	 	Name:  	Cindi Lefari 	 
	 	 	Title:  	Authorized Signatory