exv10w21







Exhibit 10.21



 





Letter
of Indemnification



Dated 24 November, 2009



Rank Group Limited



for the benefit and in favour of



the Indemnitees defined in this Letter of Indemnification



(Switzerland — SIG)




Debevoise
Plimpton llp


London




 







 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	2	 
	2. Indemnification
	 	 	2	 
	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 24 November, 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 Swiss 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 (the “Notes”).
	 
	B.	 	BPIII, the sole shareholder of SIG, directly and indirectly acquired the Closure Systems
International business and Reynolds Consumer Products business on 5 November 2009 (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
were amended or replaced. The Swiss Obligor (as defined below) shall:






	 	(a)	 	guarantee the new senior lien notes issued on 5 November 2009 in an aggregate principal amount
of US$1,125,000,000 and €450,000,000 (the “New Notes”) and new senior bank debt under a credit
agreement entered into on 5 November 2009 in the aggregate amounts of US$1,160,000,000 and
€330,000,000 (“New Senior Facility”);
	 
	 	(b)	 	provide senior priority security for the New Notes and the New Senior Facility over
substantially all of its assets;




 









 












	 	(c)	 	guarantee the Notes; and
	 
	 	(d)	 	accede to an intercreditor agreement in respect of the New Senior Facility and the New Notes
and to an intercreditor agreement in respect of the New Notes, New Senior Facility and the 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
	 
	 	 	“Director” means any member of the board of directors (in German:
Verwaltungsrat) or of the executive management (in German:
Geschäftsführung).
	 
	 	 	“Indemnitee” means each Director listed in the
Schedule to this Letter of Indemnification.
	 
	 	 	“Swiss Obligor” means SIG Combibloc Procurement AG.
	 
	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 Swiss Obligor in his or her capacity as a Director of
the Swiss Obligor on written (including by e-mail or telefax) instruction from a direct or indirect
shareholder of the Swiss Obligor




 









 






	 	 	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 Swiss 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 of Indemnification where he fails to give notice within the period specified in the
first sentence (“as soon as practicable”) of clause 4.1.




 









 












	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
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.




 









 










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




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	André Rosenstock
	 
	•	 	Elmar Franzen