exv10w112






Exhibit 10.112




 





Letter of Indemnification




Dated 6 July, 2011



Reynolds Group Holdings Limited



for the benefit and in favour of

the Indemnitees defined in this Letter of Indemnification

(Germany)



 





 









 





Contents




	 	 	 	 	 
	Clause	 	Page
	1. Definitions
	 	 	2	 
	 
	 	 	 	 
	2. Indemnification
	 	 	2	 
	 
	 	 	 	 
	3. Limitations on Indemnification
	 	 	2	 
	 
	 	 	 	 
	4. Indemnification Procedure
	 	 	3	 
	 
	 	 	 	 
	5. Severability
	 	 	4	 
	 
	 	 	 	 
	6. Governing law
	 	 	4	 
	 
	 	 	 	 
	7. Amendments
	 	 	4	 
	 
	 	 	 	 
	8. Continuation of Agreement
	 	 	4	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: German Subsidiaries
	 	 	6	 
	 
	 	 	 	 
	2. Part B: List of Indemnitees
	 	 	7	 






 









 






THIS LETTER OF INDEMNIFICATION is made on 6 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 German
Subsidiary (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 German Subsidiaries 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 German Subsidiaries 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 Letter of Indemnification in favour
and for the benefit of each Indemnitee.



IT IS AGREED as follows:





	1.	 	Definitions
	 
	 	 	“Director” means with respect to companies incorporated under German law any managing
director (Geschaftsfuhrer), and, after the date of this Letter of Indemnification, any person
serving as or elected to or appointed to serve as a managing director
(Geschaftsfuhrer) of a German
Subsidiary.
	 
	 	 	“German Subsidiary” means each company listed in Part A of the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee” means each person listed in Part B of the Schedule to this Letter of
Indemnification and, after the date of this Letter of Indemnification, any person serving as or
elected to or appointed to serve as a Director of a German Subsidiary.
	 
	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures of clause 4 below, RGHL shall — upon first
demand (auf erstes Anfordern) — indemnify (freistellen) 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) 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 German Subsidiary in his or her
capacity as a Director of that 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 (“Indemnified Liabilities”).
	 
	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:




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	 	(a)	 	to the extent that such indemnification is not permitted by applicable laws; or
	 
	 	(b)	 	to the extent such Indemnified Liabilities are the result of gross negligence, bad
faith or wilful misconduct of the Indemnitee; or
	 
	 	(c)	 	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, except in respect of
any amount in excess of the limits of liability of such policy or any applicable deductible for
such policy; or
	 
	 	(d)	 	to the extent that payment has or will be made to the relevant Indemnitee by a German
Subsidiary or any affiliate of RGHL otherwise than pursuant to this Letter of Indemnification; or
	 
	 	(e)	 	in connection with any proceeding (or part thereof) or appeal in relation to a
proceeding 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 a German Subsidiary; or
	 
	 	(iii)	 	such indemnification is provided by the relevant German Subsidiary, in
its sole discretion, pursuant to the powers vested in a German Subsidiary under applicable
law.






	4.	 	Indemnification Procedure






	 	4.1	 	To qualify for indemnification under this Letter of Indemnification, each
Indemnitee shall give RGHL 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
Letter of Indemnification.
	 
	 	4.2	 	To obtain indemnification payments or advances under this Letter of
Indemnification, 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
30 business days of receipt of such invoices and supporting information.
	 
	 	4.4	 	There shall be no presumption in favour of indemnification. If there is a dispute
between RGHL and an Indemnitee as to whether that Indemnitee is entitled to
indemnification, then independent legal




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	 	 	 	counsel shall be selected by the board of directors of RGHL 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 RGHL and the
relevant Indemnitee.






	 	4.5	 	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 does not affect the
Indemnitee’s right to indemnification under clause 2 above.






	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 shall not in any way be affected or impaired thereby
and shall remain enforceable to the fullest extent permitted by law.
	 
	6.	 	Governing law
	 
	 	 	This Letter of Indemnification shall be governed by and its provisions construed in accordance with
German law.
	 
	 	 	Whenever an English term of this Letter of Indemnification is followed by a German term in
parenthesis, the German term shall prevail for the purpose of construction 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.
	 
	8.	 	Continuation of Agreement
	 
	 	 	This Letter of Indemnification 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 German Subsidiary, whether or not the term
of service of such Indemnitee has concluded.




4









 










This Letter of Indemnification has been executed as of the date stated at the beginning hereof.




Reynolds Group Holdings Limited




	 	 	 	 	 
	/s/ Graeme Richard Hart
 	 
	Name:  	Graeme Richard Hart 	 
	Position: Director 	 



5









 






	 	 	 	 	 



Schedule




Part A



German Subsidiaries




	•	 	Closure Systems International Holdings (Germany) GmbH
	 
	•	 	Closure Systems International Deutschland GmbH




6









 











Part B




List of Indemnitees




	•	 	Wolf-Friedrich Bähre
	 
	•	 	Gregory Alan Cole
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Victor Lance Mitchell
	 
	•	 	Robert Eugene Smith






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