exv10w45






Exhibit 10.45




 





Letter of Indemnification




Dated August 20, 2010




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification




(Austria — SIG)



 




 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	2	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	4	 
	5. Severability
	 	 	4	 
	6. Governing law and jurisdiction
	 	 	4	 
	7. Amendments
	 	 	5	 











 









 








THIS Letter of Indemnification is made on August 20, 2010




BY:



Rank Group 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 (“Rank”);




IN FAVOUR AND FOR THE BENEFIT OF:



Each Indemnitee (as defined below).




BACKGROUND





	A.	 	On 5 November 2009 Beverage Packaging Holdings (Luxembourg) III S.à r.l. acquired, both
directly and through a subsidiary, the Closure Systems International group of companies and
the Reynolds Consumer Products group of companies. The financing arrangements put in place for
this acquisition, and the original acquisition of the SIG group of companies, were amended or
replaced, including (without limitation) by (i) the entry into of a senior secured credit
agreement, dated 5 November 2009, between, among others, Reynolds Group Holdings Limited
(“RGHL”), the borrowers listed therein and Credit Suisse AG as administrative agent
(as subsequently amended, restated or otherwise modified from time to time, the “Senior
Credit Facilities”), (ii) the entry into of an indenture dated 5 November 2009 (the
“2009 Indenture”), in respect of senior secured notes due 2016 (the “2009
Notes”) and (iii) entry into certain intercreditor arrangements in respect of the Senior
Credit Facilities, the 2009 Notes, and certain senior notes and senior subordinated notes
issued in 2007 by Beverage Packaging Holdings (Luxembourg) II S.A. (together the “2007
Notes”) (collectively, the “Existing Financing”).
	 
	B.	 	On 4 May 2010 RGHL indirectly acquired (i) the Evergreen group of companies (the
“Evergreen Group”) from certain subsidiaries of the parent of the Evergreen Group,
Carter Holt Harvey Limited (“CHH”) and (ii) the business, assets and liabilities of
the Whakatane Paper Mill from CHH (collectively, the “Acquisition”).
	 
	C.	 	In connection with the Acquisition, certain members of the Evergreen Group, RGHL and certain
of its subsidiaries incurred additional debt, and the Existing Financing was supplemented
and/or amended (the “Evergreen Financing”). In connection with the Evergreen Financing
the Austrian Obligor (as defined




 









 












	below)	 	may, among other things, be required to do all or some of the following:






	 	1.	 	enter into a new indenture in respect of new unsecured notes (the
“Unsecured Notes”) issued by an indirect subsidiary of RGHL, including the
provision of unsecured guarantees in respect of such notes;
	 
	 	2.	 	confirm that the guarantees and/or security provided by the Austrian Obligors
in respect of the 2009 Notes extends to any additional senior secured notes, issued
either by way of (i) a supplement to the 2009 Indenture or (ii) a new senior notes
indenture (collectively, the Senior Secured Notes”);
	 
	 	3.	 	confirm that the guarantees and/or security provided by the Austrian Obligors
in respect of the Senior Credit Facilities extends to the additional debt incurred
either under (i) an incremental facility provided for in the Senior Credit Facilities
and/or (ii) an amendment to the Senior Credit Facilities (collectively, the “Bank
Debt”); and






	 	4.	 	enter into new, and/or amend existing, intercreditor arrangements in respect
of the Unsecured Notes, the Senior Secured Notes, the Bank Debt and the 2007 Notes,





     (collectively, the “Transactions”).




	D.	 	Rank has agreed to provide an indemnity to the Indemnitee as further described below.




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



THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





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




 









 












	 	 	“Director” means any managing director (Geschäftsführer) or supervisory board
member (Aufsichtsratsmitglied) of SIG Austria Holding GmbH, SIG Combibloc GmbH and SIG
Combibloc GmbH & Co.KG.
	 
	 	 	“Indemnitee” means each Director listed in Part B to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Austrian Obligor of
which an Indemnitee is a Director.
	 
	2.	 	Indemnification
	 
	 	 	Rank 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 an
Indemnitee Company in his or her capacity as a Director of the Indemnitee Company on
written (including by e-mail or telefax) instruction from a direct or indirect shareholder
of the relevant 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:






	 	1.	 	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 Rank any related payments claims under such
insurance policy; or
	 
	 	2.	 	to the extent that payment has or will be made to the relevant Indemnitee by
the Indemnitee Company or any affiliate of Rank otherwise than pursuant to this Letter
of Indemnification.




 









 












	4.	 	Indemnification Procedure
	 
	A.	 	Each Indemnitee shall give Rank 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 Indemnification. To obtain indemnification payments or
advances under this Letter of Indemnification, an Indemnitee shall submit to Rank a written
request therefore, together with such invoices or other supporting information as may be
reasonably requested by Rank and reasonably available to the relevant Indemnitee. Rank shall
make such indemnification payment within 10 business days of receipt of such invoices and
supporting information.
	 
	B.	 	Each Indemnitee shall be obliged as soon as practicable to claim his rights under any
applicable insurance policy and shall assign to Rank 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.
	 
	C.	 	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 Austrian law. For the benefit of each Indemnitee, Rank submits to the
non-exclusive jurisdiction of the courts of Austria 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.




 









 










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.




Rank Group Limited




	 	 	 	 	 

	 

	 	/s/ Gregory Cole
 

	 	 
	By:

	 	Gregory Cole	 	 
	 

	 	Position: Director	 	 
	 

	 	Address: 18 Tarata Street, Mt. Eden, North Auckland 1024	 	 






 









 






Schedule




Part A



List of Austrian Obligors


SIG Austria Holding GmbH



SIG Combibloc GmbH and Co. KG



SIG Combibloc GmbH









7 









 








Part B




List of Indemnitees


• Marco Haussener



• Rolf Stangl



• André Rosenstock



• Wolfgang Ornig



• Holger Dickers



• Dieter Koch



• Daniel Kiwit



• Annelies Schell



• Philipp Trixl





8