exv10w54






EXHIBIT 10.54




Letter of Indemnification




Dated 13 September 2010



Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification

(SIG Euro Supervisory Board)



 









 





Contents




	 	 	 	 	 
	Clause	 	 	Page
	 
	 	 	 	 
	1. Definitions
	 	 	5	 
	 
	 	 	 	 
	2. Indemnification
	 	 	5	 
	 
	 	 	 	 
	3. Limitations on Indemnification
	 	 	6	 
	 
	 	 	 	 
	4. Indemnification Procedure
	 	 	6	 
	 
	 	 	 	 
	5. Severability
	 	 	7	 
	 
	 	 	 	 
	6. Governing Law; Language
	 	 	7	 
	 
	 	 	 	 
	7. Amendments
	 	 	7	 
	 
	 	 	 	 
	8. Termination
	 	 	7	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. List of Indemnitees
	 	 	10	 






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THIS LETTER OF INDEMNIFICATION (this “Letter”) was made on 13 September, 2010 by



Reynolds Group Holdings Limited (registered in New Zealand, with registered office 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”), SIG Euro Holding
AG & Co. KGaA is a guarantor, security provider and borrower in respect of the Reynolds
Group’s existing financing arrangements (the “Existing Financing Arrangements”),
including, without limitation, by:






	 	1.	 	borrowing under and providing a guarantee and security 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 Amendment No.
1, dated as of January 21, 2010 and as further amended by an incremental amendment and
assumption agreement dated as of May 4, 2010 (as further amended, extended, restated
or otherwise modified the “Senior Secured Credit Facilities”);
	 
	 	2.	 	providing a guarantee and security 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”);
	 
	 	3.	 	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, and (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
	 
	 	4.	 	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 RGHL will indirectly and/or directly acquire the Pactiv group
of companies (the “Pactiv Group”) (the “Acquisition”).




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	C.	 	In order to fund the Acquisition and the associated costs and transactions required to effect
the Acquisition, certain members of the Reynolds Group intend to incur additional
indebtedness. In connection with such incurrence of indebtedness, it is intended that the
Existing Financing Arrangements be supplemented and/or amended. SIG Euro Holding AG & Co.KGaA
may, among other things, be required to do some or all of the following:






	 	1.	 	enter into a new indenture in respect of the issue of new unsecured notes by
indirect subsidiaries of RGHL (the “New Unsecured Notes”), including the
provision of related guarantees in respect of the New Unsecured Notes;
	 
	 	2.	 	enter into a new indenture in respect of the issue of new senior secured
notes by indirect subsidiaries of RGHL (the “New Secured Notes”), including
the provision of related guarantees and/or security (as applicable) in respect of the
New Secured Notes;
	 
	 	3.	 	enter into one or more registration rights agreements or joinders thereof
and/or one or more purchase agreements or joinders thereof relating to the New
Unsecured Notes and the New Secured Notes;
	 
	 	4.	 	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;
	 
	 	5.	 	enter into one or more amendment agreements and/or amendment and restatement
agreements which will, among other things, increase the available commitments under
the Senior Secured Credit Facilities and make additional amendments to facilitate the
Acquisition (the “Additional Bank Debt”);
	 
	 	6.	 	provide certain affirmation, re-affirmations and/or confirmations that its
guarantees currently in place in respect of the Senior Secured Credit Facilities and
the 2009 Notes continue in full force and effect and, in the case of the Senior
Secured Credit Facilities, extend to the Additional Bank Debt;
	 
	 	7.	 	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 ranking) in respect of collateral under the
applicable agreements, instruments or other documents creating security interests in
respect of the Senior Secured Credit Facilities and the 2009 Notes (the “Security
Documents”) in order to provide that such Security Documents (i) secure
obligations with respect to the New Secured Notes and the





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	 	 	 	Additional Bank Debt on a pari passu basis with the Senior Secured Credit
Facilities and the 2009 Notes to the extent possible and (ii) continue to secure
obligations in respect of the 2009 Notes; and
	 
	 	8.	 	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 “Financing Transactions”).
	 
	 	 	In addition, SIG Euro Holding AG & Co. KGaA may be required to take certain steps as may be
necessary or desirable to effect corporate restructuring(s) and other steps necessary or
desirable to implement the Acquisition and may also participate in and take steps in
connection with the acquisition of certain of the Pactiv Group entities, and associated
steps to fund such acquisitions, by members of the Reynolds Group upon or following closing
of the Acquisition, including, without limitation, by way of entry into of any acquisition
agreement(s), loan agreements, capital increases and/or any other documents (the
“Acquisition and Structuring Transactions”).
	 
	 	 	(The Financing Transactions together with the Acquisition and Structuring Transactions are,
collectively, the “Transactions”, and the documents relating to the Transactions,
are collectively, the “Transaction Documents”.
	 
	D.	 	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.
	 
	E.	 	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.



IT IS AGREED as follows:





	1.	 	Definitions
	 
	 	 	“Indemnitee” means each person listed in Schedule 1 to this Letter.
	 
	2.	 	Indemnification
	 
	 	 	RGHL 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





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	 	 	resulting from or relating to decisions the Indemnitee made or any actions the 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:






	 	(a)	 	to the extent that such indemnification is not permitted by applicable laws;
or
	 
	 	(b)	 	to the extent such Indemnified Liabilities are the result of bad faith or
wilful misconduct of the Indemnitee; or
	 
	 	(c)	 	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
	 
	 	(d)	 	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 RGHL otherwise than pursuant to
this Letter; or
	 
	 	(e)	 	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
	 
	4.1	 	Each Indemnitee shall give RGHL 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 RGHL a written request therefore, together with such invoices or other supporting
information




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	 	 	as may be reasonably requested by RGHL and reasonably available to the relevant Indemnitee.
RGHL shall make such indemnification payment within 10 business days of receipt of such
invoices and supporting information.
	 
	4.2	 	There shall be no presumption in favour of indemnification. If there is a dispute between
RGHL 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 RGHL 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 RGHL and the relevant Indemnitee.
	 
	4.3	 	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.
	 
	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 later to occur of:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a supervisory board member of SIG
Euro Holding AG & Co. KGaA; and




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	 	(b)	 	the date on which all obligations of SIG Euro Holding AG & Co. KGaA of which
that Indemnitee is a supervisory board member in respect of the Transaction Documents
are expired, terminated or released.




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



	 	 	 	 	 
	Reynolds Group Holdings Limited

 	 
	/s/ Gregory Cole
 	 
	Name:  	Gregory Cole 	 



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Schedule 1




List of Indemnitees




	 	•	 	ROLF STANGL
	 
	 	•	 	CHRISTIAN SATTLECKER
	 
	 	•	 	HARTMUT HERRLINGER
	 
	 	•	 	MARTIN HERRENBRÜCK
	 
	 	•	 	AXEL POPPE
	 
	 	•	 	DIETER JANSEN
	 
	 	•	 	JÖRG STEINECKER
	 
	 	•	 	WILLI VOGT
	 
	 	•	 	JÜRGEN HEIKING
	 
	 	•	 	PETER HOLTMANN






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