exv10w123






Exhibit 10.123




 


 

 


Letter of Indemnification




Dated 15 July 2011



Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification


(Switzerland)




 



 

 



 









 





Contents




	 	 	 	 	 
	Clause
	 	Page	 
	1. Definitions 
	 	 	2	 
	2. Indemnification 
	 	 	2	 
	3. Limitations on Indemnification 
	 	 	2	 
	4. Indemnification Procedure 
	 	 	3	 
	5. Severability 
	 	 	3	 
	6. Governing law and jurisdiction 
	 	 	3	 
	7. Amendments 
	 	 	4	 
	8. Continuation of Agreement 
	 	 	4	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: List of Swiss Obligors 
	 	 	6	 
	2. Part B: List of Indemnitees 
	 	 	7	 






 









 




THIS LETTER OF INDEMNIFICATION is made on 15 July 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
Swiss Obligor (as defined below) is a guarantor and/or a security provider (as
relevant) in respect of the Reynolds Group’s existing financing arrangements
(the “Existing Financing Arrangements”).
	 
	B.	 	It is currently intended that RGHL will indirectly acquire 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
intend to incur additional indebtedness; in connection with this additional
indebtedness, the Existing Financing Arrangements may be supplemented
and/or amended (collectively, the “Financing Transactions”).
	 
	 	 	In addition, certain of the Swiss Obligors may be required to take certain steps as may be
necessary or desirable to effect corporate restmcturing(s) and other steps necessary or
desirable to implement the Acquisition and may also participate in and take steps in
connection with the acquisition of certain of the GPC entities, and associated steps to
fund such acquisitions, by members of the Reynolds Group upon or following closing of 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”).
	 
	 	 	Furthermore, certain of the Swiss 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”.)






	A.	 	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
	 
	 	 	“Director” means any member of the board of directors or of the executive
management (in German: Geschäftsführug).
	 
	 	 	“Indemnitee” means each Director listed in Part B to the Schedule to this Letter of
Indemnification, and after the date of this Letter of Indemnification, any person serving
as or elected to or appointed to serve as a Director of a Swiss Obligor.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Swiss Obligor of
which an Indemnitee is a Director.
	 
	 	 	“Swiss Obligor” means each company listed in Part A to the Schedule to this Letter
of Indemnification.






	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures of 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 authorization 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 law;
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 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 Indemnification, 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 clause 4.2, 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
(“as soon as practicable”) in clause 4.1.
	 
	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 Swiss law. All the parties to this Letter of Indemnification irrevocably
agree that the courts of Zurich are to have exclusive jurisdiction to settle any dispute
arising out of or in connection with




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	 	 	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 Swiss Obligor, whether or not
the term of service of such Indemnitee has concluded.




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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 Alan Cole
 	 
	Name:  	Gregory Alan Cole 	 
	 	 



	 	 	 	 	 
	 	/s/
 FRamsay
 	 
	 	Signature of witness 	 



	 	 	 	 	 
	 	 SECRETARY
 	 
	 	Occupation 	 



	 	 	 	 	 
	 	 AUCKLAND
 	 
	 	City of Residence 	 
	 	 	 




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Schedule




Part A



List of Swiss Obligors




	•	 	SIG allCap AG
	 
	•	 	SIG Combibloc Group AG
	 
	•	 	SIG Combibloc (Schweiz) AG
	 
	•	 	SIG Reinag AG
	 
	•	 	SIG Schweizerische Industrie-Gesellschaft AG
	 
	•	 	SIG Technology AG
	 
	•	 	SIG Combibloc Procurement AG




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Part B



List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Rolf Schneider
	 
	•	 	Graeme Richard Hart
	 
	•	 	Andre Rosenstock
	 
	•	 	Thomas James Degnan
	 
	•	 	Robert Lombardini
	 
	•	 	Arnold Pezzatti
	 
	•	 	Christian Alt
	 
	•	 	Wolfgang Ornig
	 
	•	 	Jakob Hoehn
	 
	•	 	Rolf Stangl
	 
	•	 	Ralph Hinderichs
	 
	•	 	Kurt Kuhn
	 
	•	 	Thomas Burkhardt
	 
	•	 	Gregor Pawlitzki
	 
	•	 	Holger Christian Dickers
	 
	•	 	Samuel Sigrist
	 
	•	 	Albrecht Haenel
	 
	•	 	Monika Millinger






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