exv10w120






Exhibit 10.120




Letter of Indemnification




 




Dated 6 July, 2011




 




Reynolds Group Holdings Limited




 




for the benefit and in favour of




the Indemnitees defined in this Letter of Indemnification

(SIG Euro Supervisory Board)




 









 








Contents




	 	 	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 	 	 
	1.

	 	Definitions
	 	 	4	 
	2.

	 	Indemnification
	 	 	4	 
	3.

	 	Limitations on Indemnification
	 	 	4	 
	4.

	 	Indemnification Procedure
	 	 	5	 
	5.

	 	Severability
	 	 	6	 
	6.

	 	Governing Law; Language
	 	 	6	 
	7.

	 	Amendments
	 	 	6	 
	8.

	 	Continuation of Agreement
	 	 	6	 
	 
	 	 	 	 	 	 
	Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	List of Indemnitees
	 	 	8	 






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THIS LETTER OF INDEMNIFICATION (this “Letter”) is made on 6 July, 2011




BY:



Reynolds Group Holdings Limited (registered in New Zealand, with registered office 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”), SIG Euro
Holding AG & Co. KGaA is a guarantor, security provider and borrower 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, SIG Euro Holding AG & Co. KGaA 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, SIG Euro Holding AG & Co. KGaA 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,




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	 	 	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.	 	To the extent that the Transaction Documents create a contractual relationship between
SIG Euro Holding AG & Co. KGaA and its general partner SIG Reinag AG, SIG Euro Holding AG &
Co. KGaA is represented by its supervisory board.
	 
	E.	 	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 Letter of Indemnification in favour
and for the benefit of each Indemnitee.



IT IS AGREED as follows:





	I.	 	Definitions
	 
	 	 	“Indemnitee” means each person listed in Schedule I to this Letter and, after the date of
this Letter, any person serving as or elected to or appointed to serve as a supervisory
board member of SIG Euro Holding AG & Co. KGaA.
	 
	2.	 	Indemnification
	 
	 	 	Subject to an Indemnitee complying with the procedures of clause 4 below, RGHL shall — upon
first demand (auf erstes Anfordern) — indemnify (freistellen) 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)
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 SIG Euro Holding AG & Co. KGaA in his or her capacity as a supervisory
board member of SIG Euro Holding AG & Co. KGaA in connection with any Transactions or the
approval or execution of any Transaction Document or associated corporate authorization or
any resolutions or documents in relation to the Transactions (“Indemnified
Liabilities”).
	 
	3.	 	Limitations on Indemnification
	 
	 	 	Notwithstanding any other provision of this Letter, an Indemnitee shall not be entitled to
indemnification under this Letter:






	 	(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 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 SIG Euro Holding AG & Co. KGaA or any affiliate of RGHL otherwise
than pursuant to this Letter; 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 SIG Euro Holding AG & Co. KGaA; or
	 
	 	(iii)	 	such indemnification is provided by SIG Euro Holding AG & Co.
KGaA, in its sole discretion, pursuant to the powers vested in SIG Euro
Holding AG & Co. KGaA under applicable law.






	4.	 	Indemnification Procedure
	 
	4.1	 	To qualify for indemnification under this Letter, 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 Letter.
	 
	4.2	 	To obtain indemnification payments or advances under this Letter, 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 10
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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	4.5	 	Each Indemnitee shall be obliged as soon as practicable to claim his rights under any
applicable insurance policy and shall assign to RGHL any related payments claims under
such insurance policy. However this clause 4.5 does not affect the Indemnitee’s right to
indemnification under clause 2 above.
	 
	5.	 	Severability
	 
	 	 	If any provision or provisions of this Letter shall be held to be invalid, illegal or
unenforceable for any reason, the validity, legality and enforceability of the remaining
provisions of this Letter and this Letter as such shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law.
	 
	6.	 	Governing Law; Language
	 
	 	 	This Letter shall be governed by and its provisions construed in accordance with German law.
	 
	 	 	Whenever an English term of this Letter is followed by a German term in parenthesis, the
German term shall prevail for the purpose of construction of this Letter.
	 
	7.	 	Amendments
	 
	 	 	No amendment or modification of this Letter shall be
effective unless it is approved in
writing by each Indemnitee having the benefit of this Letter.
	 
	8.	 	Continuation of Agreement
	 
	 	 	This Letter 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 supervisory board member of SIG Euro Holding AG & Co. KGaA, whether or
not the term of service of such Indemnitee has concluded.




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This Letter has been executed as of the date stated at the beginning hereof.




	 	 	 

	Reynolds Group Holdings Limited

	 	 
	 
	 	 
	/s/ Graeme Richard Hart
	 	 
	 	 	 
	Name: Graeme Richard Hart
	 	 
	Title: Director
	 	 






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Schedule 1




List of Indemnitees





	•	 	ROLF STANGL
	 
	•	 	CHRISTIAN SATTLECKER
	 
	•	 	HARTMUT HERRLINGER
	 
	•	 	SIMON HERRENBRÜCK
	 
	•	 	AXEL POPPE
	 
	•	 	DIETER JANSEN
	 
	•	 	JÖRG STEINECKER
	 
	•	 	WILLI VOGT
	 
	•	 	JÜERGEN HEIKING
	 
	•	 	PETER HOLTMANN






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