exv10w134






Exhibit 10.134




Agreement of Indemnification




Dated 8 September, 2011




Reynolds Group Holdings Limited




for the benefit and in favour of




the Indemnitees defined in this Agreement of Indemnification



(United States)







 









 








Contents




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






 









 






THIS AGREEMENT OF INDEMNIFICATION is made on 8 September, 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.	 	It is currently intended that RGHL will indirectly acquire Graham Packaging Company Inc.
(“GPC”) through the merger of an indirect wholly owned subsidiary of RGHL with and
into GPC, with GPC surviving such merger and becoming an indirect wholly owned subsidiary of
RGHL (the “Acquisition”).
	 
	B.	 	Upon becoming part of the Reynolds group of companies (the “Reynolds Group”)
following the Acquisition, each U.S. Obligor (as defined below) will become a guarantor and/or
security provider (as relevant) in respect of the Reynolds Group’s existing financing
arrangements (the “Existing Financing Arrangements”).
	 
	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 this additional indebtedness, the Existing Financing
Arrangements may be supplemented and/or amended (collectively, the “Financing
Transactions”).
	 
	 	 	In addition, certain of the U.S. Obligors 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 GPC 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 any acquisition
agreement(s), loan agreements, capital increases and/or any other related and necessary
documents (the “Acquisition and Structuring Transactions”).
	 
	 	 	Furthermore, 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 Financing Transactions together with the Acquisition and Structuring Transactions and
the Prospective Transactions are, collectively, the “Transactions”, and 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 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 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





2









 






	 	(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.






	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





3









 






	 	 	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.





4









 




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/ Graeme Richard Hart
 	 	 
	Name:  	Graeme Richard Hart 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                            [ILLEGIBLE]
 	 
	 	Signature of witness 	 
	 	 	 
	 
	 	 	 
	 	                                                            Secretary
 	 
	 	Occupation 	 
	 	 	 
	 
	 	 	 
	 	                                                            Sydney
 	 
	 	City of Residence 	 
	 	 	 
	 



5









 





Schedule




Part A



U.S. Obligor




	•	 	BCP/Graham Holdings, LLC
	 
	•	 	GPC Holdings LLC
	 
	•	 	Graham Packaging Company Inc.





6









 





Part B




List of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Allen Philip Hugli
	 
	•	 	Thomas James Degnan
	 
	•	 	David W. Bullock
	 
	•	 	Mark Steven Burgess
	 
	•	 	Thomas C. Hallowell
	 
	•	 	David Cargille
	 
	•	 	Michael L. Korniczky
	 
	•	 	Peter Thomas Lennox
	 
	•	 	Martin F. Sauer
	 
	•	 	William E. Hennessey






7