exv10w14






Exhibit 10.14




 





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




(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 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 Swiss 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 Swiss 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 Swiss 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 Swiss 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,





	 	 	(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 or of the executive management (in
German: Geschäftsführug).
	 
	 	 	“Indemnitee” means each Director listed in Part B to the Schedule to this Letter of
Indemnification.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, any Swiss Obligor of which an
Indemnitee is a Director.
	 
	 	 	“Swiss 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



List of Swiss Obligors




	•	 	SIG Finanz AG
	 
	•	 	SIG allCap AG
	 
	•	 	SIG Combibloc Group AG
	 
	•	 	SIG Combibloc (Schweiz) AG
	 
	•	 	SIG Reinag AG
	 
	•	 	SIG Schweizerische Industrie-Gesellschaft
	 
	•	 	SIG Technology AG




 









 











Part B




List of Indemnitees




	•	 	Marco Haussener
	 
	•	 	Rolf Schneider
	 
	•	 	Graeme Hart
	 
	•	 	Peter Holtmann
	 
	•	 	André Rosenstock
	 
	•	 	Thomas Degnan
	 
	•	 	Robert Lombardini
	 
	•	 	Henrik Wagner
	 
	•	 	Arnold Pettazzi
	 
	•	 	Christian Alt
	 
	•	 	Wolfgang Ornig
	 
	•	 	Jakob Höehn
	 
	•	 	Rolf Stangl
	 
	•	 	Daniel Kiwit
	 
	•	 	Ralph Hinderichs
	 
	•	 	Kurt Kuhn
	 
	•	 	Thomas Burkhardt
	 
	•	 	Gregor Pawlitzki