exv10w132






Exhibit 10.132



 


Deed Poll of Indemnification




Dated 14 March 2012




Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Deed Poll of Indemnification



(Luxembourg — Beverage Packaging Holdings (Luxembourg) IV S.à r.l.)



 


 









 





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 Deed Poll
	 	 	3	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	1. Part A: Luxembourg Obligor
	 	 	5	 
	2. Part B: List of Indemnitees
	 	 	6	 






 









 






THIS DEED POLL OF INDEMNIFICATION is made on 14 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.	 	The Luxembourg 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
the Luxembourg Obligor will become a guarantor and security provider in respect of the
Reynolds Group’s existing financing arrangements (the “Existing Financing
Arrangements”).
	 
	B.	 	In addition, the Luxembourg Obligor 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 a deed poll (this “Deed Poll”) in
favour and for the benefit of each Indemnitee.




THIS DEED POLL WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Indemnitee” means each person listed in Part B of the Schedule to this Deed Poll
and, after the date of this Deed Poll, any person serving as or elected to or




 









 






	 	 	appointed to serve as a director or supervisory board member of the Luxembourg
Obligor; and
	 
	 	 	“Luxembourg Obligor” means each company listed in Part A of the Schedule to this
Deed Poll.
	 
	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 Luxembourg Obligor in his or her capacity as a director
or supervisory board member 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 Deed Poll, an Indemnitee shall not be
entitled to indemnification under this Deed Poll:






	 	(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 Luxembourg Obligor or any affiliate of RGHL otherwise than
pursuant to this Deed Poll; 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 Luxembourg Obligor; or
	 
	 	(iii)	 	such indemnification is provided by the relevant
Luxembourg Obligor, in its sole discretion, pursuant to the powers vested in
the Luxembourg Obligor under applicable law.




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	4.	 	Indemnification Procedure






	 	4.1	 	To qualify for indemnification under this Deed Poll, 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 Deed Poll.
	 
	 	4.2	 	To obtain indemnification payments or advances under this Deed Poll, 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 Deed Poll shall be held to be invalid, illegal
or unenforceable for any reason, the validity, legality and enforceability of the remaining
provisions of this Deed Poll 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 Deed Poll shall be governed by and its provisions construed in
accordance with New Zealand law.
	 
	7.	 	Amendments
	 
	 	 	No amendment or modification of this Deed Poll shall be effective unless it is
approved in writing by each Indemnitee having the benefit of this Deed Poll.
	 
	8.	 	Continuation of Deed Poll
	 
	 	 	This Deed Poll 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 supervisory board member of the relevant Luxembourg
Obligor, whether or not the term of service of such Indemnitee has concluded.




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IN WITNESS of which this Deed Poll has been executed and has been delivered on the date
stated at the beginning of this Deed Poll 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	 	 






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Schedule




Part A




Luxembourg Obligor




	•	 	Beverage Packaging Holdings (Luxembourg) IV S.à r.l.




5









 











Part B 




List of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Stewart Kam-Cheong
	 
	•	 	Herman Schommarz






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