exv10w115








Exhibit 10.115


 


Deed Poll of Indemnification




Dated 15 July 2011



Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Deed Poll of Indemnification



(Hong Kong)



 












 





Contents




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
















 





THIS
DEED POLL OF INDEMNIFICATION (the “Deed Poll”) is made on
15 July 2011



BY:



Reynolds Group Holdings 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 (“RGHL”);



IN FAVOUR AND FOR THE BENEFIT OF:



Each Indemnitee (as defined below).



BACKGROUND





	A.	 	As part of the Reynolds group of companies (the “Reynolds Group”), each Hong Kong Guarantor
(as defined below) is a guarantor and/or a security provider (as relevant) in respect of the
Reynolds Group’s existing financing arrangements (the “Existing Financing Arrangements”).
	 
	B.	 	It is currently intended that RGHL will indirectly acquire Graham Packaging Company Inc.
(“GPC”) through the merger of an indirect wholly owned subsidiary of RGHL with and into GPC,
with GPC surviving such merger and becoming an indirect wholly owned subsidiary of RGHL (the
“Acquisition”).
	 
	C.	 	In order to fund the Acquisition and the associated costs and transactions required to effect
the Acquisition, certain members of the Reynolds Group intend to incur additional
Indebtedness; in connection with this additional indebtedness, the Existing Financing
Arrangements may be supplemented and/or amended (collectively, the “Financing Transactions”).
	 
	 	 	In addition, certain of the Hong Kong Guarantors may be required to take certain steps as
may be necessary or desirable to effect corporate restructuring(s) and other steps
necessary or desirable to implement the Acquisition and may also participate in and take
steps in connection with the acquisition of certain of the GPC entities, and associated
steps to fund such acquisitions, by members of the Reynolds Group upon or following closing
of the Acquisition, including, without limitation, by way of entry into any acquisition
agreement(s), loan agreements, capital increases and/or any other related and necessary
documents (the “Acquisition and Structuring Transactions”).
	 
	 	 	Furthermore, certain of the Hong Kong Guarantors may be required to take certain steps as
may be necessary or desirable to effect other acquisitions,
dispositions, financings,
refinancings or corporate restructurings in connection with any future acquisition,
disposition, financing, corporate restructuring or any
other transaction entered into by members of the Reynolds Group, including, without
limitation, by way of entry into any acquisition agreement,














 












	 	 	indenture, credit or other financing agreement, intercreditor agreement, guarantee,
security document, purchase agreement, registration rights agreement or any other document,
or any joinder to, or amendment or affirmation of, such document (each such transaction, a
“Prospective Transaction”, and collectively, the “Prospective Transactions”).
	 
	 	 	(The Financing Transactions together with the Acquisition and Structuring Transactions and
the Prospective Transactions are, collectively, the “Transactions”, and the documents
relating to the Transactions, are collectively, the “Transaction Documents”.)
	 
	D.	 	RGHL 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 RGHL 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 Guarantors” means Closure Systems International (Hong Kong) Limited and
Evergreen Packaging (Hong Kong) Limited, each a company formed under the laws of Hong Kong.
	 
	 	 	“Indemnitee” means each person listed in the Schedule to this Deed Poll and, after the date
of this Deed Poll, any person serving as or elected to or appointed to serve as a director
or officer of a Hong Kong Guarantor.
	 
	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures of clause 4 below, RGHL 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 Indemnitie’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 Hong Kong Guarantor in his or her capacity as a director or officer of
that company in connection with any Transactions or the approval or execution of any
Transaction Document or associated corporate authorization or 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:






	 	(a)	 	to the extent that such indemnification is not permitted by applicable laws;
or




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	 	(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;
	 
	 	(d)	 	to the extent that payment has or will be made to the relevant Indemnitee by
the Hong Kong Guarantors or any affiliate of RGHL otherwise than pursuant to this Deed
Poll; or
	 
	 	(e)	 	in connection with any proceeding (or part thereof) or appeal in relation to
a proceeding 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 Hong Kong Guarantor; or
	 
	 	(iii)	 	such indemnification is provided by the relevant Hong Kong
Guarantor, in its sole discretion, pursuant to the powers vested in the Hong
Kong Guarantor under applicable law.






	4.	 	Indemnification Procedure






	 	4.1	 	To qualify for indemnification under this Deed Poll, each Indemnitee
shall give RGHL 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.
	 
	 	4.2	 	To obtain indemnification payments or advances under this Deed Poll, an
Indemnitee shall submit to RGHL a written request therefore, together with such
invoices or other supporting information as may be reasonably requested by RGHL and
reasonably available to the relevant Indemnitee.
	 
	 	4.3	 	Subject to clauses 4.2 and 4.4, RGHL shall make such indemnification payment
within 30 business days of receipt of such invoices and supporting information.
	 
	 	4.4	 	There shall be no presumption in favour of indemnification. If there is a
dispute between RGHL 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 RGHL 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 RGHL and the relevant
Indemnitee.




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	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.	 	Continuation of Agreement






	 	 	 	This Deed Poll shall remain in effect in favour and for the benefit of each
Indemnitee with respect to any action or failure to act of such Indemnitee during
the term of service of such Indemnitee as a director or officer of the relevant
Hong Kong Guarantor, whether or not the term of service of such Indemnitee has
concluded.




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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.




	 	 	 	 	 
	 	Reynolds Group Holdings Limited

 	 
	 	/s/ Gregory Alan Cole
 	 
	 	Name:  	Gregory Alan Cole 	 



	 	 	 	 	 
	 	 	 
	 	                                           /s/ FRamsay
 	 
	 	Signature of witness 	 
	 	 	 
	 	                                           SECRETARY
 	 
	 	Occupation 	 
	 	 	 
	 	                                             AUCKLAND
 	 
	 	City of Residence 	 
	 	 	 



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Schedule




List of Indemnitees




	•	 	Victor Lance Mitchell
	 
	•	 	Paul Donald Thomas
	 
	•	 	Ricardo Felipe Alvergue
	 
	•	 	Malcolm Peter Bundey






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