exv10w30






Exhibit 10.30




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



(CSI & RCP Germany)



 









 





Contents




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






 









 





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, 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. The German




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	 	 	Subsidiary (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 German Subsidiary
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 German Subsidiary
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 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 deed poll (this “Deed Poll”) in
favour and for the benefit of each Indemnitee.









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IT IS AGREED as follows:





	1.	 	Definitions
	 
	 	 	“Director” means with respect to companies incorporated under German law any
managing director (Geschäftsführer).
	 
	 	 	“German Subsidiary” means each company listed in Part A of the Schedule to this
Letter of Indemnification.
	 
	 	 	“Indemnitee” means each person listed in Part B of the Schedule to this Letter of
Indemnification.
	 
	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 Indemnitee took on behalf of a German Subsidiary in his or her capacity as a
Director of that company on written instruction from a direct or indirect shareholder of
the relevant German Subsidiary in connection with any transactions or the approval or
execution of any resolutions or documents in relation to the Transactions (“Indemnified
Liabilities”).
	 
	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 gross
negligence, bad faith or wilful misconduct of the Indemnitee; or




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	 	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
a German Subsidiary or any affiliate of Rank otherwise than pursuant to this Letter of
Indemnification; 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 a German Subsidiary; or
	 
	 	(iii)	 	such indemnification is provided by a German Subsidiary,
in its sole discretion, pursuant to the powers vested in a German Subsidiary
under applicable law.






	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




5









 






	 	 	 	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.






	 	3.	 	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 does not affect the
Indemnitee’s right to indemnification under clause 2 above.






	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.
	 
	6.	 	Governing law
	 
	 	 	This Letter of Indemnification 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 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:




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	 	1.	 	the relevant Indemnitee ceasing to serve as a Director of the relevant German
Subsidiary; and
	 
	 	2.	 	the date on which all obligations of a German Subsidiary 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.
	 
	 	3.	 	This Letter of Indemnification has been executed as of the date stated at the
beginning hereof.





	 	 	 	 	 
	Rank Group Limited

 	 
	By:  	/s/ Graeme Hart
 	 
	 	Graeme Hart 	 
	 	Position: Director

Address: 743 Riddell Rd, Glendowie, New Zealand 1005 	 



7









 






	 	 	 	 	 



Schedule




Part A



German Subsidiary




	 	•	 	Closure Systems International Holdings (Germany) GmbH
	 
	 	•	 	Closure Systems International Deutschland GmbH





Part B




List of Indemnitees




	 	•	 	Wolf-Friedrich Bähre
	 
	 	•	 	Gregory Alan Cole
	 
	 	•	 	Helen Dorothy Golding
	 
	 	•	 	Siegfried Landskrone
	 
	 	•	 	Victor Lance Mitchell
	 
	 	•	 	Robert Eugene Smith