exv10w24








Exhibit 10.24





 


Deed Poll of Indemnification




Dated 22 December, 2008




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this deed poll





 


 









 








	 	 	 	 	 

	1. Definitions

	 	 	2	 
	2. Indemnification

	 	 	3	 
	3. Limitations on Indemnification

	 	 	3	 
	4. Indemnification Procedure

	 	 	4	 
	5. Severability

	 	 	4	 
	6. Governing law

	 	 	4	 
	7. Amendments

	 	 	4	 
	8. Termination

	 	 	4	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. Part A: U.S. Guarantors

	 	 	7	 
	2. Part B: Indemnitees

	 	 	7	 






 









 





THIS DEED Poll is made on 22 December, 2008




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.	 	The U.S. Guarantors provided cross guarantees and indemnities and security in relation to a
facilities agreement dated 21 February, 2008 between
Reynolds Packaging Group (NZ) Limited, Closure Systems International,
Inc., Reynolds Consumer Products Holdings, Inc., Closure Systems
International B.V., Reynolds Treasury (NZ) Limited, the banks and financial institutions listed in
schedule 1 thereto, Australia and New Zealand Banking Group Limited, BOS International (Australia)
Limited, Calyon Australia
Limited and Credit Suisse (acting through its Sydney Branch) (the “Facilities Agreement”).
	 
	B.	 	The Facilities Agreement is to be amended to extend the term of the facility by 18 months and
make certain other relatively minor amendments (the
Extension and Amendment). The principal amount of the facility will be
reduced by US$100 million.
	 
	C.	 	As part of the Extension and Amendment, each of the U.S. Guarantors under the original
transaction will enter into a Deed of Amendment and Consent
(Deed of Amendment and Consent) and an Acknowledgement and
Affirmation (Acknowledgement and Affirmation).
	 
	D.	 	In connection with the U.S. Guarantors entering into the Deed of Amendment and Consent and the
Acknowledgement and Affirmation, Rank has agreed to provide an indemnity to the Indemnitees (as
defined below) as further
described below.
	 
	E.	 	It is the intention of Rank that this document be executed as a deed poll (this “Deed Poll”)
in favour and for the benefit of each Indemnitee.





THIS DEED POLL WITNESSES as follows:




1. Definitions





	 	 	“Indemnitee” means each person listed in Part B of the Schedule to this Deed Poll; and




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	 	 	“U.S. Guarantor” means each company listed in Part A of the Schedule to this Deed Poll.




2. Indemnification





	 	 	Rank shall indemnify 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) (collectively, the
“Indemnified Liabilities”) 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 U.S. Guarantor in his or her capacity as a director of
that
company on written instruction from a direct or indirect shareholder of the
relevant U.S. Guarantor in connection with any transactions or the approval or execution of any
resolutions or documents in relation to the Deed of
Amendment and Consent or any Transaction Document (as defined in the
Deed of Amendment and Consent).





3. Limitations on Indemnification





	 	 	Notwithstanding any other provision of this Deed Poll, an Indemnitee shall not be entitled to
indemnification under this Deed Poll:






	 	(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 the gross
negligence, bad faith or wilful misconduct of the Indemnitee; or
	 
	 	(c)	 	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 any applicable deductible for such policy; or
	 
	 	(d)	 	to the extent that payment has or will be made to the relevant
Indemnitee by the U.S. Guarantor or any affiliate of Rank otherwise
than pursuant to this Deed Poll; or
	 
	 	(e)	 	in connection with any proceeding (or part thereof) 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 the relevant U.S. Guarantor; or




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	 	(iii)	 	such indemnification is provided by the U.S. Guarantor, in its sole discretion, pursuant
to the powers vested in the U.S.
Guarantor under applicable law.




4. Indemnification Procedure





	 	(a)	 	Each Indemnitee shall give Rank 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 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.
	 
	 	(b)	 	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 New York 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.




4









 











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:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a director of the relevant U.S. Guarantor; and
	 
	 	(b)	 	the date on which all obligations of a U.S. Guarantor of which that Indemnitee is a director in
respect of the Deed of Amendment and
Consent are released.




5









 











     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




	 	 	 	 	 
	 	 	 
	 	/s/ Graeme Richard Hart	 
	 	Director 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	/s/ Helen Dorothy Golding	 
	Signature of witness 	 
	 	 
	 
	 	 	 
	 Solicitor
 	 
	Occupation 	 
	 	 	 
	 	 	 
	Auckland, NZ	 
	City of Residence 	 
	 	 	 



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Schedule




Part A



U.S. Guarantors


Bakers Choice Products, Inc.



CFI Industries, Inc.



Closure Systems International Holdings Inc.



Closure Systems International Inc.



Closure Systems Mexico Holdings LLC



Crystal Thermoplastics, Inc.



CSI Mexico LLC



IPC Inc.



Mt. Vernon Plastics Corporation



Plastofilm Industries, Inc.



Reynolds Consumer Products Holdings Inc.



Reynolds Consumer Products, Inc.



Reynolds Flexible Packaging Inc.



Reynolds Foil Inc.



Reynolds Food Packaging LLC



Reynolds Packaging Inc.



Reynolds Packaging Kama Inc.



Reynolds Packaging LLC



Reynolds Packaging Machinery Inc.



Southern Plastics Inc.



Ultra Pac, Inc.




Part B



List of Indemnitees


John Donald Borree



William R. Coad



Daniel Cochran



Gregory Cole



Charles Thomas Cox



Peter James Debney



Thomas James Degnan



Michael Eugene Graham



Helen Dorothy Golding



Bruce Miller



Victor Lance Mitchell



Robert Eugene Smith



Paul David Thomas



Daniel Joseph Zimmerlee