exv10w95






Exhibit 10.95




EXECUTION VERSION




RANK GROUP LIMITED

LEVEL NINE

148 QUAY STREET

PO BOX 3515

AUCKLAND, NEW ZEALAND




November 5, 2009




Beverage
Packaging Holdings (Luxembourg) III S.à r.l

6C, PARC D’ACTIVITÉS SYRDALL

L-5365 MUNSBACH

GRAND DUCHY OF LUXEMBOURG




CSI and Consumer Products Transition Services




Ladies and Gentlemen:




     Reference is made to the Transition Services Agreement, dated as of December 21,2007, by and
between Alcoa Inc. (“Alcoa”) and Rank Group Limited (“Rank”) (as amended from time to time, the
“Transition Services Agreement”). Capitalized terms not defined in this letter agreement have the
meanings given to them in the Transition Services Agreement.



     As of the date hereof, Beverage Packaging Holdings (Luxembourg) III S.à r.1.’s (“BPIII”)
direct and indirect subsidiaries are engaged in the closure business (such business, the “CSI
Division”) and the consumer products business (such business, the “Consumer Products
Division”) (the entities within the CSI Division or within the Consumer Products Division, each a
“Division”) and receive the Transition Services identified on Exhibit A hereto pursuant to the
terms of the Transition Services Agreement (such Transition Services, the “Division Transition
Services”). The purpose of this letter agreement is to set forth the parties’ agreement with
respect to the following:




	1.	 	Rank shall continue to purchase the Division Transition Services from Alcoa for the benefit
of the relevant Division in accordance with the terms of the Transition Services
Agreement for the remainder of the tenn for each Division Transition Service or until such
earlier time as (i) Rank and BPIII may agree or (ii) BPIII ceases to be an affiliate of Rank,
whereupon such purchase obligation shall cease.






	2.	 	BPIII shall, or BPIII shall cause its subsidiaries in each Division to, pay to Rank, or at
Rank’s direction to an affiliate of Rank, any and all fees
payable by Rank or any of its
affiliates pursuant to the Transition Services Agreement that are




 









 













	3.	 	In the event of any dispute, controversy or claim (“Dispute”) arising out of or
relating to Alcoa’s performance or failure to perform any Division Transition
Services, BPIII shall provide Rank with prompt notice of such Dispute and Rank
(or its designated affiliate) and not BPIII shall have the sole right to communicate
with Alcoa with respect to the resolution of such Dispute.
	 
	4.	 	This letter agreement shall terminate, with respect to any entity in any Division,
from and after the date on which all or a portion of the equity interests of such
entity or any parent entity of such entity is issued to or sold, assigned or otherwise
transferred to any person that is not controlled directly or indirectly by the Hart
Group. For purposes of this letter agreement, the “Hart Group” shall mean (i)
Graeme Hart, (ii) his spouse and members of his immediate family (including
siblings, children, grandchildren and children and grandchildren by adoption) and
(iii) in the event of incompetence or death of any of the persons described in
clauses (i) and (ii) hereof, such person’s transferee by will, estate, executor,
administrator, committee or other personal representative. Termination shall not
relieve any entity of any obligations or liabilities accruing prior to such
termination.





     This letter agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York (without giving effect to its
principles or rules of conflict of laws, to the extent such principles or rules are not
mandatorily applicable by statute and would permit or require the application of laws of
any other jurisdiction) as to all matters, including matters of validity, construction, effect,
performance and remedies. Each of the parties irrevocably and unconditionally submits
itself and its property to the exclusive jurisdiction of the Courts of the State of New York
sitting in the County of New York, the United States District Court for the Southern
District of New York, and appellate courts having jurisdiction of appeals from any of the
foregoing.




2









 









     Please indicate your agreement with the foregoing by signing and returning the
enclosed copy of this letter agreement.




	 	 	 	 	 
	 	Very truly yours,



Rank Group Limited

 	 
	 	By:  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Authorized Signatory 	 
	 




	 	 	 	 	 
	 	Accepted and Agreed:



Beverage Packaging Holdings

(Luxembourg) III S.à r.l

 	 
	 	By:  	/s/ Philip John Presnell West
 	 
	 	 	Name:  	Philip John Presnell West 	 
	 	 	Title: Authorized Signatory 	 
	 	 	Date: 	 	 
	 



[Signature Page to Transition Services Letter Agreement between Rank Group Limited and BPIII]




 









 








EXHIBIT A




Division Transition Services





     Schedule of Alcoa TSA




	1.	 	#1A — Global Information Technology Services North America — whole schedule 11/30/09






	 	•	 	VPN Services
	 
	 	•	 	AlcoaDirect (Capping & Machinery only)
	 
	 	•	 	Base Infrastructure Charges (for sites yet to migrate)
	 
	 	•	 	Internet Users Charges
	 
	 	•	 	GDW Outbound Interface Support






	2.	 	#10 — Alcoa Hyperion Global Reporting, Global Analytics, and Global Forecasting System
(FAST) — whole schedule 11/30/09






	 	•	 	Hyperion Global Planning — Financial reporting
	 
	 	•	 	Hyperion Global Planning — Financial Forecasting
	 
	 	•	 	Hyperion Global Anaiytics (GL_Hist) — Financial Reporting
	 
	 	•	 	Management and Legal Entity Reporting Adjustments






A-1