exv10w9







Exhibit 10.9




 





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



(Guernsey — SIG)



Debevoise & Plimption llp



London


 







 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	2	 
	2. Indemnification
	 	 	2	 
	3. Limitations on Indemnification
	 	 	2	 
	4. Indemnification Procedure
	 	 	3	 
	5. Severability
	 	 	3	 
	6. Governing law and jurisdiction
	 	 	3	 
	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 Guernsey 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”). The Guernsey Obligor has 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. The Guernsey 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 the Guernsey 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
	 
	 	 	“Guernsey Obligor” means each company listed in Part A to the Schedule to this Letter of
Indemnification.
	 
	 	 	“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 Guernsey Obligor of which an
Indemnitee is a director.
	 
	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 Guernsey Obligors


• SIG Asset Holdings Ltd





 









 








Part B




List of Indemnitees



•  Marco Haussener


•  Holger Dickers


•  Joachim Frommherz


•  David Hugh Richards


•  Richard John Tee