exv10w69






Exhibit 10.69




	 	 	 	 	 



INDEMNITY





	TO:	 	 Gail D. Lilley
	 
	RE:	 	 798795 Ontario Limited (the “Corporation”)





          In consideration for your acting as a director and/or officer of the Corporation at our
request, whether or not you continue to act in such capacity or hold such office, we shall, to the
extent permitted by law, indemnify you and save you harmless from and against:




	 	1.	 	any liability and all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, that you actually and reasonably sustain or
incur in respect of any civil, criminal, administrative, investigative or other
proceeding in which you are involved because of your association with the Corporation;
provided that we are given prompt written notice of any such action, suit or
proceeding, and an opportunity to participate and, upon our accepting full liability,
to defend the same to the extent we are permitted to do so by law. Excluded from this
indemnity shall be any claim, issue or matter where it is judicially adjudged:






	 	(a)	 	that you did not act honestly and in good faith with a view to
the best interests of the Corporation, or
	 
	 	(b)	 	in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, that you had no reasonable
ground for believing that your conduct was lawful;






	 	2.	 	any liability and all costs, charges and expenses that you actually and
reasonably sustain or incur in respect of any matter in relation to which the
Corporation’s by-laws require the Corporation to indemnify you; and
	 
	 	3.	 	all other costs, charges and expenses that you actually and reasonably sustain
or incur in respect of the affairs of the Corporation; provided that prompt notice and
accountings are given to us of all such costs, charges or expenses actually and
reasonably sustained or incurred by you.





          In addition, if the Corporation has not advanced money to you for the costs, charges and
expenses referred to above, we shall advance such money upon your request; provided that we first
have received from you an undertaking that you will repay such money if it is ultimately determined
that you are not entitled to be indemnified because you are unable to fulfill the conditions of
paragraph 1(a) or (b).



          The foregoing indemnity shall also extend to your heirs and legal representatives. To the
extent your liability as a director or officer extends to Blake, Cassels & Graydon LLP, or



 









 




to any successor firm, that firm shall also be indemnified as provided above. The costs,
charges and expenses referred to herein shall include the value of legal services
actually and reasonably sustained by Blake, Cassels & Graydon LLP or any such successor
firm, internally or as a result of engaging external counsel, in respect of any such
civil or criminal action, suit or proceeding.




          If this indemnity is executed by more than one person, then the liability of such
persons hereunder shall be joint and several. This indemnity shall extend to your
association with any other body corporate or entity for which you agree to act as a
director or officer or in a similar capacity at the request of the Corporation or at our
request.



          Our subsidiary has executed a Unanimous Shareholder Declaration in respect of the
Corporation and we hereby agree to provide you with 10 days prior written notice at your
most recent address as indicated in the records of the Corporation in the event that we
propose to amend or terminate such Unanimous Shareholder Declaration.



          We agree (a) that any action or proceeding relating to this indemnity may (but need
not) be brought in any court of competent jurisdiction in the Province of Ontario, and
for that purpose now irrevocably and unconditionally attorn and submit to the
jurisdiction of such Ontario court; (b) that we irrevocably waive any right to, and will
not, oppose any such Ontario action or proceeding on any jurisdictional basis, including
forum non conveniens; and (c) not to oppose the enforcement against us in any
other jurisdiction of any order Judgment, decision, ruling or award duly obtained from an
Ontario court.



          This indemnity shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable in such Province.



          DATED: November 16, 2010.



	 	 	 	 	 
	 	REYNOLDS GROUP HOLDINGS LIMITED

 	 
	 	By:  	/s/ Graeme Hart
 	 
	 	 	Name:  	Graeme Hart 	 
	 	 	Title:  	Director 	 



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