exv10w27





Exhibit 10.27



 










Indemnification Agreement


Dated April 21, 2010


Rank Group Limited


for the benefit and in favour of


the Indemnitees defined in agreement


(CSI — Netherlands)


 













 









 





	 	 	 	 	 

	1. Definitions
	 	 	4	 
	2. Indemnification
	 	 	4	 
	3. Limitations on Indemnification
	 	 	5	 
	4. Indemnification Procedure
	 	 	5	 
	5. Severability
	 	 	6	 
	6. Governing law
	 	 	6	 
	7. Amendments
	 	 	6	 
	8. Termination
	 	 	7	 






 









 





THIS Agreement 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




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	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 Netherlands Guarantors (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 Netherlands Guarantors 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 Netherlands Guarantors 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




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	 	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 as defined below in respect of the
Transactions as further described below.





It is the intention of Rank that this document be executed as an agreement (this
“Agreement”) in favour and for the benefit of each Indemnitee.




THIS AGREEMENT WITNESSES as follows:




1. Definitions





	 	 	“Indemnitee” means each person listed in Part B of the Schedule to this Agreement;
and
	 
	 	 	“Netherlands Guarantors” means the companies listed in Part A of the Schedule to
this Agreement.





A. 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 Netherlands Guarantors in his or her capacity as a
director of that company on written instruction from a direct or indirect shareholder of
the relevant Netherlands Guarantors in connection with any transactions or the approval or
execution of any resolutions or documents in relation to the Transactions.




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B. Limitations on Indemnification





	 	 	Notwithstanding any other provision of this Agreement, an Indemnitee shall not be entitled
to indemnification under this Agreement:






	 	1.	 	to the extent that such indemnification is not permitted by applicable laws; or
	 
	 	2.	 	to the extent such Indemnified Liabilities are the result of the bad faith or wilful
misconduct of the Indemnitee; or
	 
	 	3.	 	to the extent that payment is actually made; or
	 
	 	4.	 	to the extent that payment has or will be made to the relevant Indemnitee by the
Netherlands Guarantors or any affiliate of Rank otherwise than pursuant to this Agreement;
or
	 
	 	5.	 	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 Netherlands Guarantors; or
	 
	 	(iii)	 	such indemnification is provided by the Netherlands
Guarantors, in its sole discretion, pursuant to the powers vested in the
Netherlands Guarantors under applicable law.





C. Indemnification Procedure





	 	1.	 	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 Agreement. To obtain indemnification payments or advances under this
Agreement, 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




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	 	 	 	indemnification payment within 15 business days of receipt of such invoices and supporting
information.






	 	2.	 	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;
	 
	 	3.	 	Pending the procedures set out in paragraph 4 (a) and 4 (b) of the Agreement the
relevant Indemnitee is entitled to immediate relief and assistance in any way possible
from Rank for as far as direct actions against the relevant Indemnitee are taken in
connection with any proceeding resulting from or relating to decisions the Indemnitee made
or any actions the Indemnitee took on behalf of a Netherlands Guarantors in his or her
capacity as a director of that company on written instruction from a direct or indirect
shareholder of the relevant Netherlands Guarantors in connection with any transactions or
the approval or execution of any resolutions or documents in relation to the Transactions.
In case the procedures set out in paragraph 4 (a) and 4 (b) of the Agreement lead to the
conclusion that the relevant Indemnitee can not exercise any rights under the Agreement,
the relevant Indemnitee shall reimburse any and all costs made by Rank in relation
thereto.





D. Severability





	 	 	 	If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law.





E. Governing law





	 	 	 	This Agreement shall be governed by and its provisions construed in accordance with
Netherlands law.





F. Amendments





	 	 	 	No amendment or modification of this Agreement shall be effective unless it is approved in
writing by each Indemnitee having the benefit of this Agreement.




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G. Termination





	 	 	 	This Agreement 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:






	 	(i)	 	the relevant Indemnitee ceasing to serve as a director of the relevant
Netherlands Guarantors; and






	 	2.	 	the date on which all obligations of a Netherlands Guarantors of which that
Indemnitee is a director in respect of the Bank Debt, the Senior Secured Notes, the
Unsecured Notes, the 2007 Notes or the relevant intercreditor arrangements are 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/ [ILLEGIBLE]
	 	 
	 
	 	 
	Signature of witness
	 	 
	 
	 	 
	Lawyer
	 	 
	 
	 	 
	Occupation
	 	 
	 
	 	 
	Sydney
	 	 
	 
	 	 
	City of Residence
	 	 






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Schedule




Part A




Netherlands Guarantor





	 	•	 	Closure Systems International B.V.
	 
	 	•	 	Reynolds Consumer Products International B.V.





Part B



List of Indemnitees





	 	•	 	Gregory Alan Cole
	 
	 	•	 	Bryce McCheyne Murray
	 
	 	•	 	Eleonora Jongsma
	 
	 	•	 	Orangefield Trust (Netherlands) B.V.