exv10w32






Exhibit 10.32




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



 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1 Definitions
	 	 	4	 
	2. Indemnification
	 	 	4	 
	3. Limitations on Indemnification
	 	 	5	 
	4. Indemnification Procedure
	 	 	5	 
	5. Severability
	 	 	6	 
	6. Governing Law; Language
	 	 	6	 
	7. Amendments
	 	 	6	 
	8. Termination
	 	 	6	 






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THIS LETTER OF INDEMNIFICATION (this “Letter”) was made on April 21, 2010 by



Rank Group Limited (registered in New Zealand, with registered office 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.	 	SIG Euro Holding AG & Co. KGaA is part of the SIG group of companies (the “SIG
Group”).






	B.	 	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, 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”).






	C.	 	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”).






	D.	 	In connection with the Acquisition, certain members of the Evergreen Group, RGHL and certain
of its subsidiaries will incur additional debt, and that the Existing Financing will be
supplemented and/or amended. SIG Euro Holding AG & Co. KGaA 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,




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	 	 	 	including the provision of unsecured guarantees in respect of such notes;






	 	2.	 	confirm that the guarantees and/or security provided by SIG Euro Holding AG &
Co. KGaA 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 SIG Euro Holding AG &
Co. KGaA 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”, and the documents relating to the Transactions,
are collectively, the “Transaction Documents”).






	E.	 	To the extent that the Transaction Documents create a contractual relationship between SIG
Euro Holding AG & Co. KGaA and its general partner SIG Reinag AG, SIG Euro Holding AG & Co.
KGaA is represented by its supervisory board.






	F.	 	Rank has agreed to provide an indemnity to the Indemnitees as further described below.




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



IT IS AGREED as follows:





	1.	 	Definitions






	 	 	“Indemnitee” means each person listed in Schedule 1 to this Letter.






	2.	 	Indemnification






	 	 	Rank shall — upon first demand (auf erstes Anfordern) — indemnify (freistellen) each
Indemnitee against all legal 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




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	 	 	Indemnitee took on behalf of SIG Euro Holding AG & Co. KGaA in his or her capacity as a
supervisory board member of SIG Euro Holding AG & Co. KGaA in connection with any
transactions or the approval or execution of any resolutions or documents in relation to
the Acquisition, including but not limited to, the Transaction Documents (“Indemnified
Liabilities”).






	3.	 	Limitations on Indemnification






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






	 	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 bad faith or
wilful misconduct of the Indemnitee; or






	 	3.	 	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, except in respect of any amount in excess of the limits of liability of such
policy or any applicable deductible for such policy; or






	 	4.	 	to the extent that payment has or will be made to the relevant Indemnitee by
SIG Euro Holding AG & Co. KGaA or any affiliate of Rank otherwise than pursuant to
this Letter; or






	 	5.	 	in connection with any proceeding (or part thereof) initiated by an
Indemnitee, unless:






	 	(i)	 	such indemnification is expressly required to be made by
law,






	 	(ii)	 	the proceeding was authorised by the shareholder(s) (or
other decision making organ) of SIG Euro Holding AG & Co. KGaA; or






	 	(iii)	 	such indemnification is provided by SIG Euro Holding AG &
Co. KGaA, in its sole discretion, pursuant to the powers vested in SIG Euro
Holding AG & Co. KGaA under applicable law.






	4.	 	Indemnification Procedure






	A.	 	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. To obtain indemnification payments or advances under this Letter, 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




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	 	 	relevant Indemnitee. Rank shall make such indemnification payment within 10 business days
of receipt of such invoices and supporting information.






	B.	 	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.






	C.	 	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.






	5.	 	Severability






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






	6.	 	Governing Law; Language






	 	 	This Letter shall be governed by and its provisions construed in accordance with German
law.






	 	 	Whenever an English term of this Letter is followed by a German term in parenthesis, the
German term shall prevail for the purpose of construction of this Letter.






	7.	 	Amendments






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






	8.	 	Termination






	 	 	This Letter shall remain in effect in favor 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 supervisory board member of SIG
Euro Holding AG & Co. KGaA; or




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	 	2.	 	the date on which all obligations of SIG Euro Holding AG & Co. KGaA in respect of the
Transaction Documents are released.




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     This Letter has been executed as of the date stated at the beginning hereof.



	 	 	 	 	 
	Rank Group Limited

 	 
	/s/ Graeme Hart
 	 
	Graeme Hart 	 
	Director 	 



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Schedule 1




List of Indemnitees




	•	 	ROLF STANGL






	•	 	CHRISTIAN SATTLECKER






	•	 	HARTMUT HERRLINGER






	•	 	MARTIN HERRENBRÜCK






	•	 	HENRIK WAGNER






	•	 	AXEL POPPE






	•	 	DIETER JANSEN






	•	 	JÖRG STEINECKER






	•	 	WILLI VOGT






	•	 	JÜRGEN HEIKING






	•	 	PETER HOLTMANN






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