exv10w121






Exhibit 10.121




 

 






Deed Poll of Indemnification




 




Dated 15 July 2011




 




Reynolds Group Holdings Limited




for the benefit and in favour of




the Indemnitees defined in this Deed Poll




(United Kingdom)




 




 

 







 









 








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
	 	 	3	 
	8.

	 	Continuation of Agreement
	 	 	4	 
	 
	 	 	 	 	 	 
	Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	Part A: List of English Obligors
	 	 	6	 
	2.

	 	Part B: List of Indemnitees
	 	 	7	 






 









 






THIS DEED POLL OF INDEMNIFICATION (the “Deed Poll”) 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 English
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 English Obligors 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, certain of the English 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”.)
	 
	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 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
and, after the date of this Deed Poll, any person serving as or elected to or appointed to
serve as a director of an English Obligor.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any English Obligor of
which an Indemnitee is a director.
	 
	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 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 that payment is actually made, or for which payment may
be immediately claimed, to or on behalf of the relevant Indemnitee




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	 	 	 	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 relevant Indemnitee Company or any affiliate of RGHL otherwise
than pursuant to this Deed Poll.






	4.	 	Indemnification Procedure
	 
	4.1	 	To qualify for indemnification under this Deed Poll, each Indemnitee shall give RGHL
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.
	 
	4.2	 	To obtain indemnification payments or advances under this Deed Poll, 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 4.2 above.
	 
	4.5	 	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
(“as soon as practicable”) in clause 4.1.
	 
	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.




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	8.	 	Continuation of Agreement
	 
	 	 	This Deed Poll 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 Indemnitee Company, whether or not the term of service of such
Indemnitee has concluded.




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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.




	 	 	 

	Reynolds Group Holdings Limited
	 	 
	 
	 	 
	/s/ Gregory Alan Cole
	 	 
	 	 	 
	Name: Gregory Alan Cole
	 	 
	 
	 	 
	 

	 	/s/ F Ramsay
	 	 	 
	 

	 	Signature of witness
	 
	 	 
	 

	 	Secretary
	 	 	 
	 

	 	Occupation
	 
	 	 
	 

	 	Auckland
	 	 	 
	 

	 	City of Residence






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Schedule




Part A




List of English Obligors





	•	 	SIG Holdings (UK) Limited
	 
	•	 	SIG Combibloc Limited




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Part B




List of Indemnitees





	•	 	Malcolm Allum
	 
	•	 	Adrian Stanley Jackson
	 
	•	 	Marco Haussener
	 
	•	 	André Rosenstock






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