exv10w12






Exhibit 10.12




 





Deed Poll of Indemnification




Dated 8 October 2009




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this deed poll



(CSI — Japan)



 




 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	4	 
	5. Severability
	 	 	4	 
	6. Governing law
	 	 	5	 
	7. Amendments
	 	 	5	 
	8. Termination
	 	 	5	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: Japanese Guarantor
	 	 	7	 
	2. Part B: List of Indemnitees
	 	 	7	 






 









 





THIS DEED Poll is made on 8 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.à 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. Each
Japanese Guarantor (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 each Japanese Guarantor 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”). These
guarantees will be unsecured;
	 
	 	(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




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	 	(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 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
	 
	 	 	“Japanese Guarantor” means each company listed in Part A of the Schedule to this Deed Poll.
	 
	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) 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 Japanese Guarantor in his or her capacity as a director
of that company on written instruction from a direct or indirect shareholder of the Japanese
Guarantor in connection with any transactions or the approval or execution of any resolutions or
documents in relation to the Transactions (“Indemnified Liability”).






	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 gross negligence, bad faith or
wilful misconduct of the Indemnitee; or




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	 	(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 the Japanese
Guarantor or any affiliate of Rank otherwise than pursuant to this Deed Poll; 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 Japanese Guarantor; or
	 
	 	(iii)	 	such indemnification is provided by the Japanese Guarantor, in its sole
discretion, pursuant to the powers vested in the
Japanese Guarantor 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 Deed
Poll. To obtain indemnification payments or advances under this Deed Poll, 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 30 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.






	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




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		 	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 Japanese 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.	 	Termination
	 
	 	 	This Deed Poll 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 Japanese Guarantor; and
	 
	 	(b)	 	the date on which all obligations of a Japanese Guarantor of which that Indemnitee is a
director in respect of the New Senior Facilities, the New Notes, the Existing Notes or the relevant
Intercreditor Agreement is released or terminated.




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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.



Rank Group Limited




	 	 	 	 	 
	 	/s/ Graeme Hart
 	 
	 	Graeme Hart 	 
	 	Director 	 
	 



	 	 	 	 	 
	/s/
F Ramsey
 	 
	Signature of witness 	 
	 



	 	 	 	 	 
	 Secretary
 	 
	Occupation 	 
	 



	 	 	 	 	 
	 Auckland
 	 
	City of Residence 	 



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Schedule




Part A 



Japanese Guarantor




	•	 	Closure Systems International Holdings (Japan) KK
	 
	•	 	Closure Systems International Japan, Limited.





Part B




List of Indemnitees




	•	 	Helen Dorothy Golding
	 
	•	 	Gregory Alan Cole
	 
	•	 	Victor Lance Mitchell
	 
	•	 	Thomas James Degnan
	 
	•	 	Yutaka Masunaga