exv10w37





Exhibit
10.37


Deed Poll of Indemnification




Dated April 21, 2010



Rank Group Limited



for the benefit and in favour of



the Indemnitees defined in this Deed Poll



(CSI - Hong Kong)



 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	2. Indemnification
	 	 	4	 
	3. Limitations on Indemnification
	 	 	4	 
	4. Indemnification Procedure
	 	 	4	 
	5. Severability
	 	 	5	 
	6. Governing law
	 	 	5	 
	7. Amendments
	 	 	5	 
	8. Termination
	 	 	5	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. List of Indemnitees
	 	 	8	 






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THIS Deed Poll is made on April 21, 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.	 	On 5 November 2009 Beverage Packaging Holdings (Luxembourg) III S.à r.l. acquired, both
directly and through a subsidiary, the Closure Systems International group of companies and
the Reynolds Consumer Products group of companies. The financing arrangements put in place for
this acquisition, and the original acquisition of the SIG group of companies, were amended or
replaced, including (without limitation) by (i) the entry into of a senior secured credit
agreement, dated 5 November 2009, between, among others, Reynolds Group Holdings Limited
(“RGHL”), the borrowers listed therein and Credit Suisse AG as administrative agent
(as subsequently amended, restated or otherwise modified from time to time, the “Senior
Credit Facilities”), (ii) the entry into of an indenture dated 5 November 2009 (the
“2009 Indenture”), in respect of senior secured notes due 2016 (the “2009
Notes”) and (iii) entry into certain intercreditor arrangements in respect of the Senior
Credit Facilities, the 2009 Notes, and certain senior notes and senior subordinated notes
issued in 2007 by Beverage Packaging Holdings (Luxembourg) II S.A. (together the “2007
Notes”) (collectively, the “Existing Financing”).
	 
	B.	 	It is currently anticipated that RGHL will indirectly acquire (i) the Evergreen group of
companies (the “Evergreen Group”) from certain subsidiaries of the parent of the
Evergreen Group, Carter Holt Harvey Limited (“CHH”) and (ii) the business, assets and
liabilities of the Whakatane Paper Mill from CHH (collectively, the “Acquisition”).
	 
	C.	 	In connection with the Acquisition, certain members of the Evergreen Group, RGHL and certain
of its subsidiaries will incur additional debt, and that the Existing Financing will be
supplemented and/or amended. The Hong Kong




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	 	 	Guarantor (as defined below) may, among other things, be required to do all or some of the
following:






	 	1.	 	enter into a new indenture in respect of new unsecured notes (the
“Unsecured Notes”) issued by an indirect subsidiary of RGHL, including the
provision of unsecured guarantees in respect of such notes;
	 
	 	2.	 	confirm that the guarantees and/or security provided by the Hong Kong
Guarantor in respect of the 2009 Notes extends to any additional senior secured notes,
issued either by way of (i) a supplement to the 2009 Indenture or (ii) a new senior
notes indenture (collectively, the Senior Secured Notes”);
	 
	 	3.	 	confirm that the guarantees and/or security provided by the Hong Kong
Guarantor in respect of the Senior Credit Facilities extends to the additional debt
incurred either under (i) an incremental facility provided for in the Senior Credit
Facilities and/or (ii) an amendment to the Senior Credit Facilities (collectively, the
“Bank Debt”); and
	 
	 	4.	 	enter into new, and/or amend existing, intercreditor arrangements in respect
of the Unsecured Notes, the Senior Secured Notes, the Bank Debt and the 2007 Notes,






	 	 	(collectively, the “Transactions”).
	 
	D.	 	Rank 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 Rank 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
	 
	 	 	“Hong Kong Guarantor” means Closure Systems International (Hong Kong) Limited, a
company formed under the laws of Hong Kong




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	 	 	“Indemnitee” means each person listed in the Schedule to this Deed Poll.






	2.	 	Indemnification
	 
	 	 	Rank shall 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 Guarantor in
his or her capacity as a director of the Hong Kong Guarantor on written instruction from a
direct or indirect shareholder of the Hong Kong Guarantor 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 Deed Poll, an Indemnitee shall not be entitled
to indemnification under this Deed Poll:






	 	1.	 	to the extent that such indemnification is not permitted by applicable laws;
or
	 
	 	2.	 	to the extent such Indemnified Liabilities are the result of the gross
negligence, bad faith or wilful misconduct of the Indemnitee; or






	 	(i)	 	to the extent that payment is actually made, or for which
payment is available, 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
	 
	 	(ii)	 	to the extent that payment has or will be made to the
relevant Indemnitee by the Hong Kong Guarantor or any affiliate of Rank
otherwise than pursuant to this Deed Poll.






	4.	 	Indemnification Procedure






	 	1.	 	Each Indemnitee shall give Rank notice in writing as soon as practicable of
any proceeding in relation to that Indemnitee for which




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	 	 	 	indemnification will or could be sought under this Deed Poll. To obtain
indemnification payments or advances under this Deed Poll, 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 30 business days of receipt of such invoices and supporting
information.






	 	2.	 	There shall be no presumption in favour of indemnification. If there is a
dispute between Rank and an Indemnitee as to whether that Indemnitee is entitled to
indemnification, then independent legal counsel shall be selected by the board of
directors of Rank 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 Rank and the
relevant Indemnitee.






	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 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 Deed Poll shall be governed by and its provisions construed in accordance with English
law.
	 
	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.
	 
	8.	 	Termination
	 
	 	 	This Deed Poll shall remain in effect in favour and for the benefit of each Indemnitee
until the expiration of 12 months after the date that is the earlier to occur of:




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	 	1.	 	the relevant Indemnitee ceasing to serve as a director of the Hong Kong
Guarantor; and
	 
	 	2.	 	the date on which all obligations of the Hong Kong Guarantor of which that
Indemnitee is a director in respect of the Bank Debt, the Senior Secured Notes, the
Unsecured Notes, the 2007 Notes or the relevant intercreditor arrangements are
released or terminated.




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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.




	 	 	 	 	 
	 	Rank Group Limited

 	 
	 	By:  	/s/ Graeme Hart
 	 
	 	 	Graeme Hart 	 
	 	 	Position: Director
 	 
	 	 	

Address: 743 Riddell Rd, Glendowie, New Zealand 1005 



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Schedule




List of Indemnitees




	 	•	 	Victor Lance Mitchell
	 
	 	•	 	Paul Donald Thomas






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