exv10w116





Exhibit 10.116


 

Letter of Indemnification




Dated 14 July 2011




Reynolds Group Holdings Limited




for
the benefit and in favour of



the
Indemnitees defined in this Letter of Indemnification



(Hong Kong)


  

 









 





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. List of Indemnitees
	 	 	6	 






 









 






THIS LETTER OF INDEMNIFICATION is made on 14 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”), the Hong Kong
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, the Hong Kong Obligor may be required to take certain steps as may be
necessary or desirable to effect corporate restructuring(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, the Hong Kong Obligor 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”.)
	 
	D.	 	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
	 
	 	 	“Hong Kong Obligor” means SIG Combibloc
Limited, a company formed under the laws of
Hong Kong.
	 
	 	 	“Indemnitee” means each person listed in 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 the Hong Kong Obligor.
	 
	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures of clause 4 below, RGHL 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 the Hong Kong Obligor in
his or her capacity as a director of that 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:






	 	(a)	 	to the extent that such indemnification is not permitted by applicable laws;




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	 	(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 lndemnitee by the Hong
Kong Obligor 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 bye-mail or telefax) as soon as practicable of any
proceeding in relation to that Indenmitee 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 4.1 (“as soon as practicable”) of this clause 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 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 Indenmification 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 Indenmification shall remain in effect in favor 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 Hong Kong 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




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	André Rosenstock
	 
	•	 	Karl Joseph Eagle






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