exv10w84












EXHIBIT 10.84




 





Letter of Indemnification




Dated 14 January 2011




Reynolds Group Holdings Limited




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification




(Switzerland – SIG)



 





 









 








Contents




	 	 	 	 
	Clause	 	Page
	1. Definitions

	 	 	3
	 
	2. Indemnification

	 	 	4
	 
	3. Limitations on Indemnification

	 	 	4
	 
	4. Indemnification Procedure

	 	 	4
	 
	5. Severability

	 	 	5
	 
	6. Governing law and jurisdiction

	 	 	5
	 
	7. Amendments

	 	 	5
	 
	8. Termination

	 	 	5
	 
	 	 	 
	Schedule
	 	 	 
	 
	1. Part A: List of Swiss Obligors

	 	 	7
	 
	2. Part B: List of Indemnitees

	 	 	8






 









 





THIS LETTER OF INDEMNIFICATION is made on 14 January 2011




BY:



Reynolds Group Holdings 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
(“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”), each Swiss Obligor
(as defined below) is a guarantor and/or security provider (as relevant) in respect of the
Reynolds Group’s existing financing arrangements (the “Existing Financing
Arrangements”), including, without limitation, by:






	 	(a)	 	providing a guarantee and/or security (as applicable) 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 (i)
Amendment No. 1, dated as of January 21, 2010, (ii) an amendment and assumption
agreement dated as of May 4, 2010, (iii) an amendment and assumption agreement
dated as of September 30, 2010 and (iv) each guarantor joinder entered into from
time to time (the “Senior Secured Credit Facilities”);
	 
	 	(b)	 	providing a guarantee and/or security (as applicable) 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”); and
	 
	 	(c)	 	providing a guarantee and security with respect to the 7.125% senior secured notes
due 2019 issued by members of the Reynolds Group in aggregate principal amounts of
US$1,500,000,000 pursuant to an indenture dated October 15, 2010 (the “2010
Secured Notes”);






	 	 	(the Senior Secured Credit Facilities, the 2009 Notes and the 2010 Secured Notes being
together, the “Existing Secured Indebtedness”),






	 	(d)	 	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, (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 (iv) 9.0% senior notes due 2019
issued in an aggregate principal amount of




 









 






	 	 	 	US$1,500,000,000 pursuant to an
indenture dated May 4, 2010 and
(iv) 9.0% senior notes due 2019 issued in an aggregate principal
amount of US$1,500,000,000 pursuant to an indenture dated October 15, 2010 ((i), (ii), (iii) and (iv) are together, the
“Existing Notes”); and
	 
	 	(e)	 	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 additional debt will be incurred in order to, without
limitation, (i) repay some or all of the debt incurred pursuant to the Senior Secured Credit
Facilities and/or (ii) increase the amount of cash available to certain members of the
Reynolds Group, including, without limitation, for general corporate purposes, to pay fees
and/or expenses in connection with the Transactions (as defined below) and/or to fund future
acquisitions.
	 
	C.	 	In connection with such incurrence of indebtedness, it is intended that the Existing
Financing Arrangements be supplemented and/or amended. Each Swiss Obligor (as defined below)
may, among other things, be required to do some or all of the following:






	 	(a)	 	provide a guarantee in respect of the issue of new senior unsecured notes by
indirect subsidiaries of RGHL (the “New Unsecured Notes”), and enter into
a purchase agreement and registration rights agreement relating to the New
Unsecured Notes;
	 
	 	(b)	 	provide a guarantee and security in respect of the issue of new senior secured
notes by indirect subsidiaries of RGHL (the “New Secured Notes”) which
will be secured on a pari passu basis with the security granted by each Swiss
Obligor in respect of the Existing Secured Indebtedness, and enter into a purchase
agreement and registration rights agreement relating to the New Secured Notes; it
is intended that the aggregate amount of New Secured Notes and New Unsecured Notes
issued will not exceed US$2,000,000,000;
	 
	 	(c)	 	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;
	 
	 	(d)	 	in addition to (whether contemporaneously or otherwise), or instead of, the issue
of the New Secured Notes and/or the New Unsecured Notes, enter into an amendment
and/or restatement agreement relating to the Senior Secured Credit Facilities to
(i) allow for the incurrence of additional indebtedness (the “Additional Bank
Debt”) that will be




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	 	 	 	incurred to repay some or all of the existing tranches of
debt under the Senior Secured Credit Facilities, or into which some or all of the
existing tranches of debt under the Senior Secured Credit Facilities will be
converted or rolled over, (ii) reflect any repayment of debt made from the
proceeds of the Additional Bank Debt, the New Unsecured Notes and/or the New
Secured Notes and/or (iii) any amendments that are agreed with the Lenders (as
defined therein) to update certain of the commercial terms, including, without
limitation, relating to pricing, maturity and commercial and financial covenants
(the “Amendment Agreement”);
	 
	 	(e)	 	provide certain affirmations, re-affirmations and/or confirmations that its
guarantees currently in place in respect of the Existing Secured Indebtedness
continue in full force and effect notwithstanding the Transactions (as defined
below) and extend to the New Secured Notes;
	 
	 	(f)	 	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 or third ranking) in respect of
collateral under the applicable agreements, instruments or other documents
creating security interests in respect of the Existing Secured Indebtedness (the
“Security Documents”) in order to provide that such Security Documents (i)
secure obligations with respect to the New Secured Notes on a pari passu basis
with the Existing Secured Indebtedness to the extent possible and (ii) continue to
secure obligations in respect of the Existing Secured Indebtedness; and/or
	 
	 	(g)	 	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 “Transactions”. The documents relating to the Transactions are
collectively, the “Transaction Documents”.
	 
	D.	 	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.



THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Director” means any member of the board of directors or of the executive
management (in German: Geschäftsführug).




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	 	 	“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 Swiss Obligor of
which an Indemnitee is a Director.
	 
	 	 	“Swiss Obligor” means each company listed in Part A to the Schedule to this Letter
of Indemnification.
	 
	2.	 	Indemnification
	 
	 	 	RGHL 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 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:






	 	(a)	 	to the extent that such indemnification is not permitted by applicable law; or
	 
	 	(b)	 	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 RGHL any related payments claims under
such insurance policy; or
	 
	 	(c)	 	to the extent that payment has or will be made to the relevant Indemnitee by the
Indemnitee Company or any affiliate of RGHL otherwise than pursuant to this Letter
of Indemnification.






	4.	 	Indemnification Procedure
	 
	4.1	 	Each Indemnitee shall give RGHL 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 RGHL a written
request therefore, together with such invoices or other supporting information as may be
reasonably requested by RGHL and reasonably available to the relevant Indemnitee. Subject to
clause 4.2, RGHL shall make such indemnification payment within 10 business days of receipt of
such invoices and supporting information.




4









 






	4.2	 	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.
	 
	4.3	 	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 Swiss law. All the parties to this Letter of Indemnification irrevocably
agree that the courts of Zurich are to have exclusive jurisdiction 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.
	 
	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 later to occur of:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a director of the relevant Indemnitee
Company; and
	 
	 	(b)	 	the date on which all obligations of the relevant Indemnitee Company of which that
Indemnitee is a director in respect of the Transaction Documents are expired,
terminated or released.




5









 










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.




Reynolds Group Holdings Limited




	 	 	 	 	 
	 	/s/ Gregory Cole
 	 
	 	Name:  	Gregory Cole 	 
	 



	 	 	 	 	 
	 	                                     /s/ [ILLEGIBLE]
 	 
	 	Signature of witness 	 
	 
	 	 	 
	 	                                     /s/ Analyst
 	 
	 	Occupation 	 
	 
	 	 	 
	 	                                     /s/ Auckland
 	 
	 	City of Residence 	 
	 	 	 



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Schedule




Part A



List of Swiss Obligors




	•	 	SIG allCap AG
	 
	•	 	SIG Combibloc Group AG
	 
	•	 	SIG Combibloc (Schweiz) AG
	 
	•	 	SIG Reinag AG
	 
	•	 	SIG Schweizerische Industrie-Gesellschaft AG
	 
	•	 	SIG Technology AG
	 
	•	 	SIG Combibloc Procurement AG




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Part B




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Rolf Schneider
	 
	•	 	Graeme Richard Hart
	 
	•	 	Peter Holtmann
	 
	•	 	André Rosenstock
	 
	•	 	Thomas James Degnan
	 
	•	 	Robert Lombardini
	 
	•	 	Henrik Wagner
	 
	•	 	Arnold Pezzatti
	 
	•	 	Christian Alt
	 
	•	 	Wolfgang Ornig
	 
	•	 	Jakob Höehn
	 
	•	 	Rolf Stangl
	 
	•	 	Daniel Kiwit
	 
	•	 	Ralph Hinderichs
	 
	•	 	Kurt Kuhn
	 
	•	 	Thomas Burkhardt
	 
	•	 	Gregor Pawlitzki
	 
	•	 	Holger Christian Dickers
	 
	•	 	Samuel Sigrist
	 
	•	 	Albrecht Haenel
	 
	•	 	Monika Millinger






8