exv10w133





Exhibit 10.1.33



 


Indemnification Agreement 


Dated 23 April 2012




Reynolds Group Holdings Limited




for the benefit and in favour of




the Indemnitees defined in Indemnification Agreement




(Netherlands — Graham Packaging Holdings B.V.)




 




 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	2	 
	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: Netherlands Subsidiary
	 	 	6	 
	2. Part B: List of Indemnitees
	 	 	7	 






 









 






THIS INDEMNIFICATION AGREEMENT is made on 23 April 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 Netherlands Subsidiary (as defined below) is a direct subsidiary of
Graham Packaging Acquisition Coip. (“GPAC”), a Delaware company, an
indirect subsidiary of RGHL and a member of the Reynolds group of
companies (the “Reynolds Group”). GPAC is a guarantor and security
provider in respect of the Reynolds Group’s existing financing arrangements.
It is currently intended that GPAC will pledge up to a maximum of 65% of its
issued and outstanding shares in the Netherlands Subsidiary (the “Share
Pledge”).
	 
	B.	 	In addition, the Netherlands Subsidiary 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 Share Pledge 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 of the Netherlands Subsidiary; and
	 
	 	 	“Netherlands Subsidiary” means the 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 Netherlands Subsidiary in his or her capacity as a director 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 Netherlands Subsidiary 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 Netherlands Subsidiary; or




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	 	(iii)	 	such indemnification is provided by the relevant Netherlands
Subsidiary, in its sole discretion, pursuant to the powers vested in the
Netherlands Subsidiary 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 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 Netherlands 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 of the relevant




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	 	 	Netherlands Subsidiary, 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/ Gregory Alan Cole 

Name: Gregory Alan Cole

	 	 
	Title: Director
	 	 






	 	 	 	 	 

	 

	 	/s/ J Ramsey 

Signature of witness
	 	 
	 
	 	 
	 
	 	Secretary	 	 
	 

	 	 	 	 
	 

	 	Occupation	 	 
	 
	 	 
	 
	 	Auckland	 	 
	 

	 	 	 	 
	 

	 	City of Residence	 	 






5









 






Schedule




Part A




Netherlands Subsidiary




	•	 	Graham Packaging Holdings B.V.




6









 











Part B 




List of Indemnitees




	•	 	Frederic Armand Aram Afarian
	 
	•	 	Thomas CYR Hallowell
	 
	•	 	Stefan Antoni Kolakowski






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