exv10w16






Exhibit
10.16


 




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


(United Kingdom — CSI & RCP)


Debevoise & Plimpton llp 


London



 













 









 






Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	4	 
	5. Sevarablity
	 	 	5	 
	6. Governing law
	 	 	5	 
	7. Amendments
	 	 	5	 
	8. Termination
	 	 	5	 
	 
	Schedule
	 	 	 	 
	 
	1. Part A:United Kingdom 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.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. Each United Kingdom 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 United Kingdom 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”) 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




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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

	 
	 	 	“United Kingdom 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 United Kingdom Guarantor in his or her capacity as a
director of that company on written instruction from a direct or indirect shareholder of the
relevant United Kingdom Guarantor 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:






	 	(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




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




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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 English 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 United Kingdom
Guarantor; and
	 
	 	(b)	 	the date on which all obligations of a United Kingdom Guarantor of which that Indemnitee is a
director in respect of the New Senior Facility Agreement, 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




United Kingdom Guarantor





	•	 	Closure Systems International (UK) Limited
	 
	•	 	Reynolds Consumer Products (UK) Limited
	 
	•	 	BACO Consumer Products Limited





Part B



List of Indemnitees




	•	 	Gregory Alan Cole
	 
	•	 	Susan Foster
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Michael Eugene Graham
	 
	•	 	Victor Lance Mitchell
	 
	•	 	Francisco Javier Hernandez-Muñoz
	 
	•	 	Daniel Joseph Zimmerlee