exv10w127







	 	 	 	 	 



Exhibit 10.127




Letter of Indemnification




Dated 5 October 2011




Reynolds Group Holdings Limited




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification




(Austria — SIG)






 









 








Contents






	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions 
	 	 	2	 
	2. Indemnification 
	 	 	2	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	3	 
	5. Severability
	 	 	3	 
	6. Governing law and jurisdiction 
	 	 	4	 
	7. Amendments 
	 	 	4	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: Austrian Obligor 
	 	 	7	 
	2. PartB: List of Indemnitees 
	 	 	8	 






 









 






THIS LETTER OF INDEMNIFICATION is made on          October 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.	 	As part of the Reynolds group of companies (the “Reynolds Group”), each
Austrian Obligor (as defined below) is a borrower, guarantor and/or a security
provider (as relevant) in respect of the Reynolds Group’s existing financing
arrangements (the “Existing Financing Arrangements”).
	 
	B.	 	On 8 September 2011, RGHL acquired 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”).
	 
	C.	 	In order to fund the Acquisition and the associated costs and transactions
required to effect the Acquisition, certain members of the Reynolds Group
incurred additional indebtedness. In connection with this additional
indebtedness, the Existing Financing Arrangements were supplemented and/or
amended (collectively, the “Financing Transactions”)
	 
	D.	 	In addition, certain of the Austrian 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 following 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”).
	 
	E.	 	Furthermore, certain of the Austrian 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”.).
	 
	F.	 	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 Letter of Indemnification in favour
and for the benefit of each Indemnitee.



THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Austrian Obligor” means each company listed in Part A to the Schedule to this
Letter of Indemnification.
	 
	 	 	“Director” means any managing director (Geschäftsführer) or supervisory board
member (Aufsichtsratsmitglied) of SIG Austria Holding GmbH, SIG Combibloc GmbH and SIG
Combibloc GmbH & Co. KG.
	 
	 	 	“Indemnitee” means each Director listed in Part B to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Austrian Obligor of
which an Indemnitee is a Director.
	 
	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures in clause 4 below, RGHL shall upon
first demand indemnify each Indemnitee against 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 an Indemnitee Company in
his or her capacity as a Director of the Indemnitee Company in connection with any
Transactions or the approval or execution of any Transaction Document or associated
corporate authorisation or resolutions or documents in relation to the Transactions.
	 
	3.	 	Limitations on Indemnification
	 
	 	 	Notwithstanding any other provision of this Letter of Indemnification, an Indemnitee shall
not be entitled to indemnification under this Letter of Indemnification:




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	 	(a)	 	to the extent that such indemnification is not permitted by applicable
laws; or
	 
	 	(b)	 	to the extent that payment is actually made, or for which payment may be
immediately claimed, to or on behalf of the relevant Indemnitee under an insurance
policy, unless the Indemnitee assigns to RGHL any related payments claims under such
insurance policy; or
	 
	 	(c)	 	to the extent that payment has or will be made to the relevant Indemnitee
by the relevant Indemnitee Company or any affiliate of RGHL otherwise than pursuant
to this Letter of Indemnification.






	4.	 	Indemnification Procedure
	 
	4.1.	 	To qualify for indemnification under this Letter of Indemnity, each Indemnitee shall give
RGHL notice in writing (including by e-mail or telefax) as soon as practicable of any
proceeding in relation to that Indemnitee for which indemnification will or could be sought
under this Letter of Indemnification.
	 
	4.2.	 	To obtain indemnification payments or advances under this Letter of Indemnification, 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 10
business days of receipt of such invoices and supporting information.
	 
	4.4.	 	Each Indemnitee shall be obliged as soon as practicable to claim his rights under any
applicable insurance policy and shall assign to RGHL any related payments claims under such
insurance policy. However, this clause 4.4 does not affect the Indemnitee’s right to
indemnification under clause 2 above.
	 
	4.5.	 	For the avoidance of doubt, an Indemnitee shall not forego any rights to indemnification
under this Letter of Indemnification where he fails to give notice within the period specified
in clause 4.4.
	 
	5.	 	Severability
	 
	 	 	If any provision or provisions of this Letter of Indemnification shall be held to be
invalid, illegal or unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions of this Letter of Indemnification and this
Letter of Indemnification shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law.
	 
	6.	 	Governing law and jurisdiction
	 
	 	 	This Letter of Indemnification shall be governed by and its provisions construed in
accordance with Austrian law. For the benefit of each Indemnitee, RGHL submits to the
non-exclusive jurisdiction of the courts of




3









 












	 	 	Austria to settle any dispute arising out of or in connection with this Letter of
Indemnification (including any dispute regarding the existence, validity or termination of
this Letter of Indemnification).
	 
	7.	 	Amendments
	 
	 	 	No amendment or modification of this Letter of Indemnification shall be effective unless it
is approved in writing by each Indemnitee having the benefit of this Letter of
Indemnification.
	 
	8.	 	Continuation of Agreement
	 
	 	 	This Letter of Indemnification shall remain in effect in favour 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 Indemnitee Company, whether or
not the term of service of such Indemnitee has concluded.




4









 










IN WITNESS of which this Letter of Indemnification has been executed and has been delivered on the
date stated at the beginning of this Letter of Indemnification for the benefit and in favour of
each Indemnitee.




	 	 	 	 	 
	 	Reynolds Group Holdings Limited

 	 
	 	/s/ Gregory Cole
 	 
	 	Name:  	Gregory Cole 	 
	 	 	 



	 	 	 	 	 
	 	[ILLEGIBLE]	 
	 	Signature of witness 	 
	 
	 	Secretary	 
	 	Occupation 	 
	 
	 	Devonport, Auckland	 
	 	City of Residence 	 
	 	 	 



5









 






	 	 	 	 	 



Schedule




Part A



Austrian Obligor


SIG Austria Holding GmbH



SIG Combibloc GmbH & Co. KG



SIG Combibloc GmbH








6









 








Part B




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Rolf Stangl
	 
	•	 	André Rosenstock
	 
	•	 	Wolfgang Ornig
	 
	•	 	Holger Christian Dickers
	 
	•	 	Dieter Koch
	 
	•	 	Annelies Schell
	 
	•	 	Philipp Trixl
	 
	•	 	Heinz Gasser




7