exv10w131





Exhibit 10.131



 




Agreement of Indemnification




Dated 12 March 2012




Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Agreement of Indemnification



(United States — Graham Packaging Holdings Company and certain of its

subsidiaries)



 

 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	 
	 	 	 	 
	1. Definitions
	 	 	1	 
	2. Indemnification
	 	 	2	 
	3. Limitations on Indemnification
	 	 	2	 
	4. Indemnification Procedure
	 	 	3	 
	5. Severability
	 	 	3	 
	6. Governing law
	 	 	3	 
	7. Amendments
	 	 	3	 
	8. Continuation of Agreement
	 	 	3	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: U.S. Obligor
	 	 	5	 
	2. Part B: List of Indemnitees
	 	 	6	 






 









 






THIS AGREEMENT OF INDEMNIFICATION is made on 12 March 2012




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.	 	Each U.S. Obligor (as defined below) is an indirect subsidiary of RGHL and a
member of the Reynolds group of companies (the “Reynolds Group”). It is
currently intended that each U.S. Obligor will become a guarantor and/or
security provider (as relevant) in respect of the Reynolds Group’s existing
financing arrangements (the “Existing Financing Arrangements”).
	 
	B.	 	In addition, certain of the U.S. Obligors may be required to take certain steps
as may be necessary or desirable to effect other acquisitions, dispositions,
financings, refinancings or corporate restructurings in connection with any
future acquisition, disposition, financing, corporate restructuring or any other
transaction entered into by members of the Reynolds Group, including,
without limitation, by way of entry into any acquisition agreement, indenture,
credit or other financing agreement, intercreditor agreement, guarantee,
security document, purchase agreement, registration rights agreement or any
other document, or any joinder to, or amendment or affirmation of, such
document (each such transaction, a “Prospective Transaction”, and
collectively, the “Prospective Transactions”).
	 
	 	 	(The Existing Financing Arrangements together with the Prospective Transactions are,
collectively, the “Transactions”, and the documents relating to the Transactions, are
collectively, the “Transaction Documents”.)
	 
	C.	 	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 an agreement (this “Agreement”)
in favour and for the benefit of each Indemnitee.





	THIS AGREEMENT WITNESSES as follows: 






	1.	 	Definitions






“Indemnitee” means each person listed in Part B of the Schedule to this Agreement and,
after the date of this Agreement, any person serving as or elected to or appointed to
serve as a director or officer of a U.S. Obligor or, as



 









 






applicable, as a manager, member or partner of, or as a director or officer of a manager,
member or partner of, a U.S. Obligor; and




“U.S. Obligor” means each company listed in Part A of the Schedule to this Agreement.




	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures in clause 4 below, RGHL shall
indemnify 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) (collectively, the “Indemnified Liabilities”)
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 U.S. Obligor in his or her capacity as a director or officer of that
company in connection with any Transactions or the approval or execution of any Transaction
Document or associated corporate authorization or resolutions or documents in relation to
the Transactions.
	 
	3.	 	Limitations on Indemnification
	 
	 	 	Notwithstanding any other provision of this Agreement, an Indemnitee shall not be entitled
to indemnification under this Agreement:






	 	(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 the gross
negligence, bad faith or wilful misconduct of the Indemnitee; or
	 
	 	(c)	 	to the extent that payment is actually made, or for which payment is
available, 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 a U.S. Obligor or any affiliate of RGHL otherwise than
pursuant to this Agreement; or
	 
	 	(e)	 	in connection with any proceeding (or part thereof) or appeal in
relation to a proceeding 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 the relevant U.S. Obligor; or
	 
	 	(iii)	 	such indemnification is provided by the relevant U.S.
Obligor, in its sole discretion, pursuant to the powers vested in the U.S.
Obligor under applicable law.




2









 












	4.	 	Indemnification Procedure






	 	4.1	 	To qualify for indemnification under this Agreement, 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 Agreement.
	 
	 	4.2	 	To obtain indemnification payments or advances under this
Agreement, 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.
	 
	 	4.3	 	Subject to clauses 4.2 and 4.4, RGHL shall make such indemnification
payment within 30 business days of receipt of such invoices and
supporting information.
	 
	 	4.4	 	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.






	5.	 	Severability
	 
	 	 	If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason, the validity, legality and enforceability of the remaining
provisions of this Agreement 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 Agreement shall be governed by and its provisions construed in accordance
with New York law.
	 
	7.	 	Amendments
	 
	 	 	No amendment or modification of this Agreement shall be effective unless it is
approved in writing by each Indemnitee having the benefit of this Agreement.
	 
	8.	 	Continuation of Agreement
	 
	 	 	This Agreement shall remain in effect in favor and for the benefit of each Indemnitee with
respect to any action or failure to act of such Indemnitee during the term of service of
such Indemnitee as a director or officer of the relevant U.S. Obligor, whether or not the
term of service of such Indemnitee has concluded.




3









 










IN WITNESS of which this Agreement has been executed and has been delivered on the date stated
at the beginning of this Agreement for the benefit and in favour of each Indemnitee.




Reynolds Group Holdings Limited




	 	 	 

	/s/ Gregory Alan Cole
 


	 	 
	Name:
Gregory Alan Cole 
	 	 
	Title: Director
	 	 






	 	 	 	 	 

	 

	 	/s/ J Ramsey 

Signature of witness
	 	 
	 
	 	 
	 
	 	Secretary	 	 
	 

	 	 	 	 
	 

	 	Occupation	 	 
	 
	 	 
	 
	 	Auckland	 	 
	 

	 	 	 	 
	 

	 	City of Residence	 	 






4









 






Schedule




Part A



U.S. Obligor




	•	 	Graham Packaging Holdings Company
	 
	•	 	Graham Packaging Company, L.P.
	 
	•	 	GPC Capital Corp. I
	 
	•	 	GPC Capital Corp. II
	 
	•	 	GPC Opco GP LLC
	 
	•	 	GPC Sub GP LLC
	 
	•	 	Graham Recycling Company L.P.
	 
	•	 	GPACSUB LLC
	 
	•	 	Graham Packaging GP Acquisition LLC
	 
	•	 	Graham Packaging LP Acquisition LLC
	 
	•	 	Graham Packaging LC, L.P.
	 
	•	 	Graham Packaging PX Holding Corporation
	 
	•	 	Graham Packaging PX, LLC
	 
	•	 	Graham Packaging PX Company
	 
	•	 	Graham Packaging Plastic Products Inc.
	 
	•	 	Graham Packaging Regioplast STS Inc.
	 
	•	 	Graham Packaging PET Technologies Inc.
	 
	•	 	Graham Packaging Acquisition Corporation
	 
	•	 	Graham Packaging West Jordan LLC
	 
	•	 	Graham Packaging Minster LLC





5









 






Part B 




List of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Allen Philip Hugli
	 
	•	 	Thomas James Degnan
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Mark Steven Burgess
	 
	•	 	Michael Eugene Graham
	 
	•	 	David Cargile
	 
	•	 	Peter Thomas Lennox
	 
	•	 	Jill Urey
	 
	•	 	Martin F. Sauer
	 
	•	 	Jay Arnold
	 
	•	 	Peter Craig
	 
	•	 	Mark Leiden
	 
	•	 	Geoffrey Richard Lu
	 
	•	 	Sheldon L. Thorpe
	 
	•	 	Thomas Cyr Hallowell
	 
	•	 	Paul Bailie
	 
	•	 	Aaron Krause
	 
	•	 	John Phillips
	 
	•	 	Richard Owens
	 
	•	 	Mustapha Bekka
	 
	•	 	Keith Clark
	 
	•	 	Jeanne M. Young
	 
	•	 	Peter Ervin
	 
	•	 	Mark Grant
	 
	•	 	James Dubois
	 
	•	 	Michael Gauthier
	 
	•	 	Donald P. Deubel
	 
	•	 	Jeffrey Rishel




6









 












	•	 	John Denner
	 
	•	 	Joseph Cummons
	 
	•	 	Mitchell A. Mankosa






7