exv10w42





Exhibit 10.42




 

 




Deed Poll of Indemnification




Dated April 21, 2010




Rank Group Limited



for the benefit and in favour of



the Indemnitees defined in this Deed Poll



(United Kingdom — SIG)



 

 













 









 
















Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	2	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	3	 
	5. Severability
	 	 	4	 
	6. Governing law and jurisdiction
	 	 	4	 
	7. Amendments
	 	 	4	 






 









 






THIS DEED Poll is made on April 21, 2010



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.	 	On 5 November 2009 Beverage Packaging Holdings (Luxembourg) III S.à r.l. acquired, both
directly and through a subsidiary, the Closure Systems International group of companies and
the Reynolds Consumer Products group of companies. The financing arrangements put in place for
this acquisition, and the original acquisition of the SIG group of companies, were amended or
replaced, including (without limitation) by (i) the entry into of a senior secured credit
agreement, dated 5 November 2009, between, among others, Reynolds Group Holdings Limited
(“RGHL”), the borrowers listed therein and Credit Suisse AG as administrative agent
(as subsequently amended, restated or otherwise modified from time to time, the “Senior
Credit Facilities”), (ii) the entry into of an indenture dated 5 November 2009 (the
“2009 Indenture”), in respect of senior secured notes due 2016 (the “2009
Notes”) and (iii) entry into certain intercreditor arrangements in respect of the Senior
Credit Facilities, the 2009 Notes, and certain senior notes and senior subordinated notes
issued in 2007 by Beverage Packaging Holdings (Luxembourg) II S.A. (together the “2007
Notes”) (collectively, the “Existing Financing”).
	 
	B.	 	It is currently anticipated that RGHL will indirectly acquire (i) the Evergreen group of
companies (the “Evergreen Group”) from certain subsidiaries of the parent of the
Evergreen Group, Carter Holt Harvey Limited (“CHH”) and (ii) the business, assets and
liabilities of the Whakatane Paper Mill from CHH (collectively, the “Acquisition”).
	 
	C.	 	In connection with the Acquisition, certain members of the Evergreen Group, RGHL and certain
of its subsidiaries will incur additional debt, and that the Existing Financing will be
supplemented and/or amended. The English




 









 












	 	 	Obligor (as defined below) may, among other things, be required to do all or some of the
following:






	 	1.	 	enter into a new indenture in respect of new unsecured notes (the
“Unsecured Notes”) issued by an indirect subsidiary of RGHL, including the
provision of unsecured guarantees in respect of such notes;






	 	2.	 	confirm that the guarantees and/or security provided by the English Obligor
in respect of the 2009 Notes extends to any additional senior secured notes, issued
either by way of (i) a supplement to the 2009 Indenture or (ii) a new senior notes
indenture (collectively, the Senior Secured Notes”);






	 	3.	 	confirm that the guarantees and/or security provided by the English Obligor
in respect of the Senior Credit Facilities extends to the additional debt incurred
either under (i) an incremental facility provided for in the Senior Credit Facilities
and/or (ii) an amendment to the Senior Credit Facilities (collectively, the “Bank
Debt”); and






	 	4.	 	enter into new, and/or amend existing, intercreditor arrangements in respect
of the Unsecured Notes, the Senior Secured Notes, the Bank Debt and the 2007 Notes,






	 	 	(collectively, the “Transactions”).






	D.	 	Rank has agreed to provide an indemnity to the Indemnitees in respect of the Transactions as
further described below.




It is the intention of Rank that this document be executed as a deed poll in favour and for the
benefit of each Indemnitee.



THIS DEED POLL WITNESSES as follows:





	1.	 	Definitions






	 	 	“English Obligor” means each company listed in Part A to the Schedule to this Deed
Poll.




 









 












	 	 	“Indemnitee” means each person listed in Part B to the Schedule to this Deed Poll.






	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any English Obligor of
which an Indemnitee is a director.






	2.	 	Indemnification






	 	 	Rank 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 on
written (including by e-mail or telefax) instruction from a direct or indirect shareholder
of the relevant Indemnitee Company 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:






	 	1.	 	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 Rank any related payments claims under such
insurance policy; or






	 	2.	 	to the extent that payment has or will be made to the relevant Indemnitee by
the Indemnitee Company or any affiliate of Rank otherwise than pursuant to this Deed
Poll.






	4.	 	Indemnification Procedure






	A.	 	Each Indemnitee shall give Rank notice in writing (including by email or telefax) 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
10 business days of receipt of such invoices and supporting information.






	B.	 	Each Indemnitee shall be obliged as soon as practicable to claim his rights under any
applicable insurance policy and shall assign to Rank any related payments claims under such
insurance policy. However this clause 4.2 does not affect the Indemnitee’s right to
indemnification under clause 2 above.
	 
	C.	 	For the avoidance of doubt, an Indemnitee shall not forego any rights to indemnification
under this Letter where he fails to give notice within the period specified in sentence 1 (“as
soon as practicable”) of this clause 4.






	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 and 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 and jurisdiction






	 	 	This Deed Poll, and any non-contractual dispute arising from it, shall be governed by and
its provisions construed in accordance with English law. All the parties to this Deed Poll
irrevocably agree that the courts of England are to have exclusive jurisdiction to settle
any dispute arising out of or in connection with this Deed Poll (including any dispute
regarding the existence, validity or termination of this Deed Poll).






	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.




 









 









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

 	 
	By:  	/s/ Graeme Hart
 	 


        Graeme Hart



        Position: Director



        Address: 743 Riddell Rd, Glendowie, New Zealand 1005






 









 








Schedule




Part A



List of English Obligors


• SIG Holdings (UK) Limited



• SIG Combibloc Limited









 









 








Part B




List of Indemnitees




	•	 	Malcolm Allum
	 
	•	 	Adrian Jackson
	 
	•	 	Stuart Davidson
	 
	•	 	Marco Haussener
	 
	•	 	André Rosenstock