exv10w47






EXHIBIT 10.47




      




Deed Poll of Indemnification




Dated 25 August, 2010



Reynolds Group Holdings Limited



for the benefit and in favour of



the Indemnitees defined in this Deed Poll



(BPIII — Luxembourg)



      




 









 





Contents




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1.
	 	Definitions	 	 	1	 
	2.
	 	Indemnification	 	 	2	 
	3.
	 	Limitations on Indemnification	 	 	2	 
	4.
	 	Indemnification Procedure	 	 	3	 
	5.
	 	Severability	 	 	3	 
	6.
	 	Governing law and jurisdiction	 	 	3	 
	7.
	 	Amendments	 	 	3	 











 









 








THIS Deed Poll is made on 25 August, 2010




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
(“Reynolds”);




IN FAVOUR AND FOR THE BENEFIT OF:



Each Indemnitee (as defined below).



BACKGROUND





	A.	 	It is anticipated that one or more entities within the Reynolds group of companies
(comprising of the Closure Systems International group of companies, the SIG group of
companies, the Reynolds Consumer Products group of companies and the Evergreen group of
companies) will indirectly acquire the Reynolds Packaging group of companies (the
“Packaging Group”), from Reynolds Packaging (NZ) Limited (the “Acquisition”).
	 
	B.	 	The Acquisition will be documented by a Sale and Purchase Agreement (“SPA”) by and among
Beverage Packaging Holdings (Luxembourg) III S.à r.l., as “parent buyer”, Reynolds Group
Holdings Inc., as “US subsidiary buyer”, Closure Systems International B.V., as “international
subsidiarybuyer”, and Reynolds Packaging (NZ) Limited, as “seller”, together with
certain related ancillary documents (the SPA, together with such related ancillary agreements,
being the “Acquisition Documents”).
	 
	C.	 	Reynolds has agreed to provide an indemnity to the Indemnitees in respect of the Acquisition
and Acquisition Documents as further described below.




It is the intention of Reynolds that this document be executed as a Deed Poll in favour and for the
benefit of each Indemnitee.



THIS LETTER OF INDEMNIFICATION WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Indemnitee” means each person listed in the Schedule to this Deed Poll.
	 
	 	 	“Indemnitee Company” means, in relation to an Indemnitee, Beverage Packaging
Holdings (Luxembourg) III S.à r.l., of which an Indemnitee is a director.




 









 






	2.	 	Indemnification
	 
	 	 	Reynolds 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 in
connection with any transactions or the approval or execution of any resolutions or
documents in relation to the Acquisition and the Acquisition Documents.
	 
	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 may be
immediately claimed, 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 Indemnitee Company or any affiliate of Reynolds 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 Indemnitee Company; or






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




 









 












	4.	 	Indemnification Procedure
	 
	A.	 	Each Indemnitee shall give Reynolds 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 Reynolds a written request therefore, together with such invoices
or other supporting information as may be reasonably requested by Reynolds and reasonably
available to the relevant Indemnitee. Reynolds 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
Reynolds 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 Reynolds 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 Reynolds 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 and 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 and jurisdiction
	 
	 	 	This Deed Poll shall be governed by and its provisions construed in accordance with New
Zealand 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.	 	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 later to occur of:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a director of the Indemnitee
Company; and




 









 












	 	(b)	 	the date on which all obligations of the Indemnity Company of which that
Indemnitee is a director in respect of the Acquisition Documents are expired,
terminated or released.




 









 










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 Cole
 	 
	 	Name:  	Gregory Cole 	 
	 	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/ [ILLEGIBLE]	 
	 	Signature of witness  	 
	 	 	 
	 	Secretary	 
	 	Occupation  	 
	 	 	 
	 	Auckland	 
	 	City of Residence  	 
	 	 	 




 









 








Schedule




Indemnitee Company




	•	 	Beverage Packaging Holdings (Luxembourg) III S.à r.l.





List of Indemnitees





	•	 	Gregory Cole
	 
	•	 	Stewart Kam-Cheong
	 
	•	 	Olivier Dorier