exv10w13






Exhibit 10.13


 





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




(Luxembourg)



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 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. The
Luxembourg Obligors (as defined below) will (as relevant) be required to:






	 	(a)	 	enter into release documentation in relation to the Senior Facilities Agreement and the
guarantee and security provided by certain
Luxembourg Obligors in respect of the Senior Facilities Agreement;
	 
	 	(b)	 	guarantee the issue of new senior secured 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)	 	in the case of the Luxembourg Issuer only, co-issue the New Notes and enter into certain
arrangements with the co-issuers of the New Notes
with respect to the co-issuance of the New Notes;




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	 	(d)	 	to the extent that it has not already done so, 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
	 
	 	(e)	 	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
	 
	 	 	“Luxembourg Issuer” means Reynolds Group Issuer (Luxembourg) S.A.
	 
	 	 	“Luxembourg Obligor” 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) (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 of that company on written instruction from
a direct or indirect shareholder of the relevant Luxembourg Obligor 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 Deed Poll, an Indemnitee shall not be entitled to
indemnification under this Deed Poll:




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	 	(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 the Luxembourg
Obligor 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
relevant Luxembourg Obligor; or
	 
	 	(iii)	 	such indemnification is provided by the Luxembourg Obligor, in its sole discretion, pursuant
to the powers vested in the Luxembourg Obligor 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.




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	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 Luxembourg 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 relevant Luxembourg Obligor; and
	 
	 	(b)	 	the date on which all obligations of a Luxembourg Obligor 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.




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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



Luxembourg Obligors




	•	 	Beverage Packaging Holdings (Luxembourg) I S.A.
	 
	•	 	Beverage Packaging Holdings (Luxembourg) II S.A.
	 
	•	 	Beverage Packaging Holdings (Luxembourg) III S.à r.l.
	 
	•	 	Reynolds Group Issuer (Luxembourg) S.A.
	 
	•	 	Reynolds Consumer Products (Luxembourg) S.à r.l.
	 
	•	 	Closure Systems International (Luxembourg) S.à r.l.
	 
	•	 	SIG Finance (Luxembourg) S.à r.l.





Part B



List
of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Olivier Dorier
	 
	•	 	Stewart Kam-Cheong
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Allen Philip Hugli
	 
	•	 	Herman Schommarz