exv10w117






Exhibit 10.117


 


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



(Japan)



 

 









 





Contents




	 	 	 	 	 
	Clause	 	Page
	1. Definitions

	 	 	 	2
	2. Indemnification

	 	 	 	2
	3. Limitations on Indemnification

	 	 	 	2
	4. Indemnification Procedure

	 	 	 	3
	5. Severability

	 	 	 	3
	6. Governing law

	 	 	 	4
	7. Amendments

	 	 	 	4
	8. Continuation of Agreement

	 	 	 	4
	 
	Schedule
	 	 	 	 
	 
	1. Part A: Japanese Guarantor

	 	 	 	6
	2. Part B: List of Indemnitees

	 	 	 	7






 









 






THIS DEED POLL OF INDEMNIFICATION 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
Japanese 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 Japanese 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 Japanese 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 (this “Deed
Poll”) in favour and for the benefit of each Indemnitee.



THIS DEED POLL WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Indemnitee” means each person listed in Part B of 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 of a Japanese Guarantor; and
	 
	 	 	“Japanese Guarantor” means each company listed in Part A of the Schedule to this
Deed Poll.
	 
	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) 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 a Japanese Guarantor in
his or her capacity as a director 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
(“Indemnified Liabilities”).
	 
	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 gross
negligence, bad faith or wilful misconduct of the Indemnitee; or




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	 	(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 or
any applicable deductible for such policy; or
	 
	 	(d)	 	to the extent that payment has or will be made to the relevant Indemnitee by
a Japanese Guarantor 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 Japanese Guarantor; or
	 
	 	(iii)	 	such indemnification is provided by the relevant Japanese
Guarantor, in its sole discretion, pursuant to the powers vested
in the Japanese 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.






	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




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		 	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
Japanese 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 of the relevant Japanese 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  Cole
 	 
	 	Name:  	Gregory Cole           	 



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



5









 






	 	 	 	 	 



Schedule




Part A


Japanese Guarantor




	•	 	Closure Systems International Holdings (Japan) KK
	 
	•	 	Closure Systems International Japan, Limited.




6









 











Part B 




List of Indemnitees




	•	 	Yutaka Masunaga
	 
	•	 	Robert Eugene Smith
	 
	•	 	Masaki Sunaoshi






7