exv10w20






Exhibit 10.20



 




Indemnification Agreement




Dated 18 October 2009




Rank Group Limited




for the benefit and in favour of



the Indemnitees defined in agreement



(CSI — Netherlands)



Debevoise & Plimpton llp




London



 







 









 








	 	 	 	 	 	 	 

	1.

	 	Definitions
	 	 	3	 
	2.

	 	Indemnification
	 	 	3	 
	3.

	 	Limitations on Indemnification
	 	 	3	 
	4.

	 	Indemnification Procedure
	 	 	4	 
	5.

	 	Severability
	 	 	5	 
	6.

	 	Governing law
	 	 	5	 
	7.

	 	Amendments
	 	 	5	 
	8.

	 	Termination
	 	 	5	 






 









 








THIS Agreement is made on 18 October 2009




BY:



Rank Group 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 (“Rank”);




IN FAVOUR AND FOR THE BENEFIT OF:




Each Indemnitee (as defined below).




BACKGROUND





	A.	 	SIG Combibloc Group AG (“SIG”) was acquired by Beverage Packaging
Holdings (Luxembourg) III S.á r.l. (“BPIII”) in mid 2007, using acquisition
debt made available under a combination of senior secured bank loans under a
senior facilities agreement (the “Senior Facilities Agreement”), and an issue of
senior notes and senior subordinated notes as further described below.
	 
	B.	 	The Closure Systems International business (the “CSI Group”) and the
Reynolds Consumer Products business (the “RCP Group”) were acquired as
part of the Reynolds group of companies in February 2008 using acquisition
debt made available under a senior secured facilities agreement (the “Reynolds
Facility”).
	 
	C.	 	BPIII, the sole shareholder of SIG, intends to directly and indirectly acquire
the CSI Group and the RCP Group (the “Acquisition”).
	 
	D.	 	In connection with the Acquisition, the existing financing arrangements put in
place for the acquisition of SIG and the CSI Group and RCP Group will need
to be amended or replaced. The Netherlands Guarantors (as defined below)
will be required to:






	 	(a)	 	enter into release documentation in relation to the Reynolds Facility and the
guarantee and security provided by the Netherlands Guarantors in respect of the
Reynolds Facility;
	 
	 	(b)	 	guarantee the issue of new senior lien notes in an aggregate principal amount
of approximately US$1.842 billion (the “New Notes”) and new senior bank debt
in the amount of the equivalent of approximately US$1.16 billion (“New Senior
Facility”) and provide senior priority security in respect of the New Notes and
the New Senior Facility over substantially all of its assets;
	 
	 	(c)	 	provide guarantees in respect of €480,000,000 senior notes due 2016 and
€420,000,000 senior subordinated notes due 2017, each issued by Beverage Packaging
Holdings (Luxembourg) II S.A. (“Existing Notes”). These guarantees will be
unsecured; and




2









 












	 	(d)	 	enter into an intercreditor agreement in respect of the New Senior
Facility and the New Notes, and an intercreditor agreement in respect of the New
Notes, New Senior Facility and the Existing Notes,






	 	 	(collectively, the “Transactions”).
	 
	E.	 	Rank 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 Rank that this document be executed as a 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
	 
	 	 	“Netherlands Guarantors” means the company listed in Part A of the Schedule to this
Agreement.
	 
	2.	 	Indemnification
	 
	 	 	Rank 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 Guarantors in his or her capacity as a
director of that company on written instruction from a direct or indirect shareholder of
the relevant Netherlands Guarantors in connection with any transactions or the approval or
execution of any 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 bad faith or
wilful misconduct of the Indemnitee; or
	 
	 	(c)	 	to the extent that payment is actually made; or




3









 












	 	(d)	 	to the extent that payment has or will be made to the relevant Indemnitee by
the Netherlands Guarantors or any affiliate of Rank otherwise than pursuant to this
Agreement; or
	 
	 	(e)	 	in connection with any proceeding (or part thereof) 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 Guarantors; or
	 
	 	(iii)	 	such indemnification is provided by the Netherlands
Guarantors, in its sole discretion, pursuant to the powers vested
in the Netherlands Guarantors under applicable law.






	4.	 	Indemnification Procedure






	 	(a)	 	Each Indemnitee shall give Rank 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. To obtain indemnification payments or advances under
this Agreement, an Indemnitee shall submit to Rank a written request therefore,
together with such invoices or other supporting information as may be reasonably
requested by Rank and reasonably available to the relevant Indemnitee. Rank shall make
such indemnification payment within 15 business days of receipt of such invoices and
supporting information.
	 
	 	(b)	 	There shall be no presumption in favour of indemnification. If there is a
dispute between Rank 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 Rank 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 Rank and the
relevant Indemnitee;
	 
	 	(c)	 	Pending the procedures set out in paragraph 4 (a) and 4 (b) of the Agreement
the relevant Indemnitee is entitled to immediate relief and assistance in any way
possible from Rank for as far as direct actions against the relevant Indemnitee are
taken 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
Guarantors in his or her capacity as a director of that company on written instruction
from a direct or indirect shareholder of the relevant Netherlands Guarantors in
connection with any transactions or the




4









 












	 	 	 	approval or execution of any resolutions or documents in relation to the
Transactions. In case the procedures set out in paragraph 4 (a) and 4 (b) of the
Agreement lead to the conclusion that the relevant Indemnitee can not exercise any
rights under the Agreement, the relevant Indemnitee shall reimburse any and all
costs made by Rank in relation thereto.






	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.	 	Termination
	 
	 	 	This Agreement shall remain in effect in favour and for the benefit of each Indemnitee
until the expiration of 12 months after the date that is the earlier to
occur of:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a director of the relevant
Netherlands Guarantors; and
	 
	 	(b)	 	the date on which all obligations of a Netherlands Guarantors of which that
Indemnitee is a director in respect of the New Senior Facility, the New Notes, the
Existing Notes or the relevant Intercreditor Agreement is released or terminated.




5









 






     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.



	 	 	 	 	 
	Rank Group Limited

 	 	 
	 	/s/
Graeme Hart
 	 
	 	Graeme Hart 	 
	 	Director 	 


	 	 	 	 	 
	 	/s/
F Ramsey
 	 
	 	Signature of witness 	 
	 	 	 
	 	Secretary
 	 
	 	Occupation 	 
	 	 	 
	 	Auckland
 	 
	 	City of Residence 	 
	 	 	 
	 







6









 








Schedule



Part A 



Netherlands Guarantor




	•	 	Closure Systems International B.V.
	 
	•	 	Reynolds Consumer Products International B.V.





Part B



List of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Bryce McCheyne Murray
	 
	•	 	Eleonora Jongsma
	 
	•	 	Orangefield Trust (Netherlands) B.V.