exv10w34






Exhibit 10.34




Letter of Indemnification




Dated April 21, 2010




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification




(Evergreen — Hong Kong)








 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	4	 
	2. Indemnification
	 	 	4	 
	3. Limitations on Indemnification
	 	 	4	 
	4. Indemnification Procedure
	 	 	5	 
	5. Severability
	 	 	5	 
	6. Governing law
	 	 	6	 
	7. Amendments
	 	 	6	 
	8. Termination
	 	 	6	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. List of Indemnitees
	 	 	8	 






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THIS Letter of Indemnification is made on April 21, 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.	 	It is currently anticipated that RGHL will indirectly acquire (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, RGHL and certain of its subsidiaries will incur
additional debt, and that the Existing Financing will be supplemented and/or amended. Further,
certain members of the Evergreen Group will also incur additional debt, and will accede to the
Existing Financing, as





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	 	 	supplemented and/or amended, and provide certain security and/or guarantees. The Hong Kong
Guarantor (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.	 	accede to, and provide guarantees and/or security in respect of, the 2009
Notes, including (if relevant) 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.	 	accede to, and provide guarantees and/or security in respect of, the Senior
Credit Facilities, including 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”);
	 
	4.	 	accede to, and provide subordinated guarantees in respect of, the 2007 Notes;
and
	 
	5.	 	enter into certain 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 Indemnitees as defined below in respect of the
Transactions 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.








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THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Hong Kong Guarantor” means Evergreen Packaging (Hong Kong) Limited, a company
formed under the laws of Hong Kong.
	 
	 	 	“Indemnitee” means each person listed in the Schedule to this Letter of
Indemnification.
	 
	2.	 	Indemnification
	 
	 	 	Rank shall 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 Hong Kong Guarantor in
his or her capacity as a director of the Hong Kong Guarantor on written instruction from a
direct or indirect shareholder of the Hong Kong Guarantor 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 such indemnification is not permitted by applicable laws;
or
	 
	 	2.	 	to the extent such Indemnified Liabilities are the result of the gross
negligence, bad faith or wilful misconduct of the Indemnitee; or






	 	(i)	 	to the extent that payment is actually made, or for which
payment is available, to or on behalf of the relevant Indemnitee





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	 	 	 	under an insurance policy, except in respect of any amount in excess of
the limits of liability of such policy; or
	 
	 	(ii)	 	to the extent that payment has or will be made to the
relevant Indemnitee by the Hong Kong Guarantor or any affiliate of Rank
otherwise than pursuant to this Letter of Indemnification.





4. Indemnification Procedure





	 	1.	 	Each Indemnitee shall give Rank notice in writing 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 30 business days of
receipt of such invoices and supporting information.
	 
	 	2.	 	There shall be no presumption in favour of indemnification. If there is a
dispute between Rank and an Indemnitee as to whether that Indemnitee is entitled to
indemnification, then independent legal counsel shall be selected by the board of
directors of Rank to make such determination. The selected independent legal counsel
shall make such determination within 30 business days of being selected and the
decision of such independent legal counsel shall be binding upon all Rank and the
relevant Indemnitee.





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 shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law.




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	6.	 	Governing law
	 
	 	 	This Letter of Indemnification shall be governed by and its provisions construed in
accordance with English law.
	 
	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.
	 
	8.	 	Termination
	 
	 	 	This Letter of Indemnification shall remain in effect in favour and for the benefit of each
Indemnitee until the expiration of 12 months after the date that is the earlier to occur
of:






	 	1.	 	the relevant Indemnitee ceasing to serve as a director of the Hong Kong
Guarantor; and
	 
	 	2.	 	the date on which all obligations of the Hong Kong Guarantor of which that
Indemnitee is a director in respect of the Bank Debt, the Senior Secured Notes, the
Unsecured Notes, the 2007 Notes or the relevant intercreditor arrangements are
released or terminated.




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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.




Rank Group Limited




	 	 	 	 

	By: 	/s/ Graeme Hart
 

	 	 
	 	Graeme Hart	 	 
	 	Position: Director	 	 
	 	Address: 743 Riddell Rd, Glendowie, New Zealand 1005






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Schedule




List of Indemnitees


• Ricardo Felipe Alvergue



• Malcolm Peter Bundey





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