exv10w18






Exhibit 10.18




 





Letter of Indemnification




Dated 8 October, 2009




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification




(US — 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 8 October, 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 US Obligors
(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”). The US Obligors have
provided guarantees and security in relation to the Senior Facilities
Agreement, and guarantees in relation to the Notes.
	 
	B.	 	BPIII, the sole shareholder of SIG, intends to directly and indirectly acquire
the Closure Systems International business and Reynolds Consumer Products
business (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 will need to be amended or replaced.
Each US Obligor (as defined below) will be required to:






	 	(a)	 	enter into release documentation in relation to the Senior Facilities
Agreement and the guarantees and security provided by each US Obligor in respect of
the Senior Facilities Agreement;
	 
	 	(b)	 	guarantee the issue of new senior lien notes in an aggregate principal amount
of the equivalent of approximately US$1.842 billion (the “New Notes”) and new
senior bank debt in the amount of the equivalent of approximately US$1.16 billion
(“New Senior Facility”);






 









 







	 	(c)	 	provide senior priority security for the New Notes and the New Senior
Facility over substantially all of its assets;
	 
	 	(d)	 	enter into an intercreditor agreement in respect of the New Senior Facility
and the New Notes, and an intercreditor agreement in respect of the New Notes, New
Senior Facility and the Notes,
	 
	 	(e)	 	(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
	 
	 	 	“Indemnitee” means each person listed in Part B to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any US Obligor of which
an Indemnitee is a director.
	 
	 	 	“US Obligor” means each company listed in Part A to the Schedule to this Letter of
Indemnification.
	 
	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 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.	 	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 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 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




Part A




US Obligors





	•	 	SIG Holding USA Inc.
	 
	•	 	SIG Combibloc Inc.




 









 











Part B




List of Indemnitees





	•	 	Antonio Valla
	 
	•	 	Michele Needham
	 
	•	 	Marco Haussener
	 
	•	 	Eduardo Gatica