exv10w25






Exhibit 10.25


 





Letter of Indemnification



Dated 15 February, 2010



Rank Group Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification



(Austria — SIG)



Debevoise & Plimpton llp



London


 




 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	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 Letter of Indemnification is made on 15 February, 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.	 	Beverage Packaging Holdings (Luxembourg) III S.à r.l. (“BPIII”) acquired, both directly
and through a subsidiary, (i) the Closure Systems International Group from Closure Systems
International (NZ) Limited and (ii) the Reynolds Consumer Products Group from Reynolds Consumer
Products (NZ) Limited (together, the “Acquisition”). In connection with the Acquisition,
the existing financing arrangements put in place for the original acquisitions of the Closure
Systems International group of companies (the “CSI Group”), the Reynolds Consumer Products
group of companies (the “SIG Group”) and the SIG group of companies (the “RCP
Group”) were amended or replaced.






	B.	 	In connection with the Acquisition, the Austrian Obligor will be required to:






	 	1.	 	enter into a new senior secured credit agreement dated November 5,
2009, between, among others, Reynolds Group Holdings Limited
(“RGHL”), the borrowers listed therein, the guarantors listed therein, the lenders listed
therein and Credit Suisse as Administrative Agent (as defined therein) for the lenders, which will
provide for, among other
things, (i) a U.S. dollar senior secured term loan in an aggregate
principal amount of approximately US$1,035 million, (ii) a Euro term loan in an aggregate principal
amount of approximately €250 million, (iii) a revolving U.S. dollar credit facility in an aggregate
principal
amount of approximately US$120 million and (iv) a revolving credit facility in an aggregate
principal amount of approximately €80 million (the “Credit Agreement”);
	 
	 	2.	 	enter into a supplemental indenture dated November 5, 2009, (the
“Supplemental Indenture”) in respect of an indenture dated November 5, 2009, relating to
new senior secured notes due 2016 in an aggregate principal amount of US$1, 125 million and €450
million (the “New Notes”);




 









 






	 	3.	 	enter into a joinder agreement dated November 5, 2009, in respect of a purchase agreement
relating to the New Notes dated October 29, 2009, (the “Joinder Agreement”);
	 
	 	4.	 	enter into a registration rights agreement relating to the New Notes dated November 5, 2009 (the
“Registration Rights Agreement”);
	 
	 	5.	 	enter into a new intercreditor agreement between, among others, Credit Suisse as administrative
agent for the lenders under the Credit Agreement, The Bank of New York Mellon as trustee under the
New Notes, The Bank of New York Mellon as the collateral agent and certain members of the CSI
Group, the RCP Group and the SIG Group in respect of the Credit Agreement and the New Notes (the
“First Lien Intercreditor Agreement”);
	 
	 	6.	 	enter into an amendment and restatement in respect of an existing intercreditor agreement, dated
11 May 2007, between, among others, RGHL, the senior lenders (as identified therein), as from time
to time amended, supplemented or modified, in order to (i) regulate the relationship between the
Credit Agreement and the New Notes on the one hand and certain existing senior notes due 2016 and
senior subordinated notes due 2017 issued by Beverage Packaging Holdings (Luxembourg) II S.A. on
the other, and (ii) add, among others, Credit Suisse as administrative agent for the lenders under
the Credit Agreement, The Bank of New York Mellon as trustee under the New Notes, The Bank of New
York Mellon as the collateral agent and certain members of the CSI Group, the RCP Group and the SIG
Group to these arrangements (the “Existing Intercreditor Agreement”);
	 
	 	7.	 	provide guarantees and security in respect of the Credit Agreement and the New Notes,






	 	 	(the Credit Agreement, the Supplemental Indenture, the Joinder Agreement, the Registration Rights
Agreement, the First Lien Intercreditor Agreement and the Existing Intercreditor Agreement
collectively, the “Transaction Documents”).






	C.	 	Rank has agreed to provide an indemnity to the Indemnitee 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






	 	 	“Austrian Obligor” means each company listed in Part A to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Director” means any managing director
(Geschäftsführer) or supervisory board member
(Aufsichtsratsmitglied) of SIG Austria Holding GmbH, SIG Combibloc GmbH and SIG Combibloc GmbH &
Co.KG.
	 
	 	 	“Indemnitee” means each Director listed in Part B to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Austrian 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 Indemnitees’ 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 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 Indemnitee
Company or any affiliate of Rank otherwise than pursuant to this Letter of Indemnification.






	4.	 	lndemnification 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 of Indemnification 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 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
Austrian law. For the benefit of each Indemnitee, Rank submits to the non-exclusive jurisdiction of
the courts of Austria 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.




 









 










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	 







 









 





Schedule



Part A



List of Austrian Obligors




	•	 	SIG Austria Holding GmbH
	 
	•	 	SIG Combibloc GmbH
	 
	•	 	SIG Combibloc GmbH & Co. KG




6









 











Part B



List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Rolf Stangl
	 
	•	 	André Rosenstock
	 
	•	 	Wolfgang Ornig
	 
	•	 	Holger Dickers
	 
	•	 	Daniel Kiwit
	 
	•	 	Annelies Schell
	 
	•	 	Philipp Trixl
	 
	•	 	Dieter Koch






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