exv10w11






Exhibit 10.11




Letter of Indemnification




Dated 8 October, 2009



Rank Group Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification



(Hong Kong—SIG)



 









 





Contents




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






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THIS Letter of indemnification is made on 8 October, 2009




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.	 	SIG Combibloc Group AG (“SIG”), the holding company of the Hong Kong Obligor (defined below),
was acquired by Beverage Packaging Holdings (Luxembourg) III S.à
r.l. (“BPIII”) in mid 2007, using
acquisition debt made available under a combination of senior secured bank loans under a senior
facilities agreement (the “Senior Facilities Agreement”),and an issue of senior notes and
senior subordinated notes as further described below. The Hong Kong Obligor has provided guarantees
and security in relation to the Senior Facilities Agreement, and guarantees in relation to the
Notes.
	 
	B.	 	BPIII, the sole shareholder of SIG, intends to directly and indirectly acquire the Closure
Systems International business and Reynolds Consumer Products business (the “Acquisition”).
	 
	C.	 	In connection with the Acquisition, the existing financing arrangements put in place for the
acquisition of SIG and the Closure Systems International and Reynolds Consumer Products businesses
will need to be amended or replaced. The Hong Kong Obligor (as defined below) will be required to:






	 	(a)	 	guarantee the issue of new senior lien notes in an aggregate principal amount of the equivalent
of approximately US$1.842 billion (the “New Notes”)and new senior bank debt in the
amount of the equivalent of approximately US$1.16 billion (“New Senior Facility”);
	 
	 	(b)	 	provide senior priority security for the New Notes and the New Senior Facility over
substantially all of its assets;
	 
	 	(c)	 	provide guarantees in respect of €480,000,000 senior notes due 2016 and €420,000,000 senior
subordinated notes due 2017, each issued by




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	 	 	 	Beverage Packaging Holdings (Luxembourg) II S.A.
(“Existing Notes”). These guarantees will be
unsecured; and
	 
	 	(d)	 	enter into an intercreditor agreement in respect of the New Senior Facility and the New Notes,
and an intercreditor agreement in respect of the New Notes, New Senior Facility and the Existing
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 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.






	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 the Hong Kong Obligor in his or
her capacity as a director of the Hong Kong Obligor on written (including by e-mail or telefax)
instruction from a direct or indirect shareholder of the Hong Kong Obligor in connection with any
transactions or the approval or execution of any resolutions or documents in relation to the
Transactions.




3









 












	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 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
	 
	 	(b)	 	to the extent that payment has or will be made to the relevant Indemnitee by the Hong Kong
Obligor or any affiliate of Rank otherwise than pursuant to this Letter of Indemnification.






	4.	 	Indemnification Procedure
	 
	4.1	 	Each Indemnitee shall give Rank notice in writing (including by e-mail or telefax) as soon
as practicable of any proceeding in relation to that Indemnitee for which indemnification will or
could be sought under this Letter of Indemnification. To obtain indemnification payments or
advances under this Letter of Indemnification, 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.
	 
	4.2	 	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.
	 
	4.3	 	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 Letter of Indemnification shall be held to be invalid,
illegal or unenforceable for any reason, the validity, legality and




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	 	 	enforceability of the remaining provisions of this Letter of Indemnification and 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 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 Indemnification shall be effective unless it is
approved in writing by each Indemnitee having the benefit of this
Letter of Indemnification.




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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.




Rank Group Limited




	 	 	 	 	 
	 	 
	By:  	/s/
Graeme Hart
 	 
	 	Graeme Hart
Position: Director 	 
	 	Address: 743 Riddell Rd, Glendowie, New Zealand 1005 	 



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Schedule




Part A



List of Hong Kong Obligor




	•	 	SIG Combibloc Limited




7









 











Part B




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	André Rosenstock






8