exv10w19






Exhibit 10.19



 





Deed Poll of Indemnification




Dated 8 October 2009




Rank Group Limited




for the benefit and in favour of




the Indemnitees defined in this deed poll




(CSI & RCP — United States)



 





 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	3	 
	4. Indemnification Procedure
	 	 	4	 
	5. Severability
	 	 	4	 
	6. Governing law
	 	 	5	 
	7. Amendments
	 	 	4	 
	8. Termination
	 	 	4	 
	 
	Schedule
	 	 	 	 
	 
	1. Part A: U.S. Guarantor
	 	 	7	 
	2. Part B: List of Indemnitees
	 	 	7	 






 









 





THIS DEED Poll 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”) was acquired by Beverage Packaging
Holdings (Luxembourg) III S.á 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 as further described below.
	 
	B.	 	The Closure Systems International business (the “CSI Group”) and the
Reynolds Consumer Products business (the “RCP Group”) were acquired as
part of the Reynolds group of companies in February 2008 using acquisition
debt made available under a senior secured facilities agreement (the “Reynolds
Facility”).
	 
	C.	 	BPIII, the sole shareholder of SIG, intends to directly and indirectly acquire
the CSI Group and the RCP Group (the “Acquisition”).
	 
	D.	 	In connection with the Acquisition, the existing financing arrangements put in
place for the acquisition of SIG and the CSI Group and RCP Group will need
to be amended or replaced. Each U.S. Guarantor (as defined below) will be
required to:






	 	(a)	 	enter into release documentation in relation to the Reynolds Facility and the
guarantee and security provided by each U.S. Guarantor in respect of the Reynolds
Facility;
	 
	 	(b)	 	guarantee the issue of new senior lien notes in an aggregate principal amount
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”) and provide senior priority security in respect of the New Notes and
the New Senior Facility over substantially all of its assets;
	 
	 	(c)	 	provide guarantees in respect of €480,000,000 senior notes due 2016 and
€420,000,000 senior subordinated notes due 2017, each issued by Beverage Packaging
Holdings (Luxembourg) II S.A. (“Existing Notes”). These guarantees will be
unsecured; and




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	 	(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 Existing Notes,






	 	 	(collectively, the “Transactions”).






	E.	 	Rank 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 Rank 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
	 
	 	 	“U.S. Guarantor” means each company listed in Part A of the Schedule to this Deed
Poll.
	 
	2.	 	Indemnification
	 
	 	 	Rank 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 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 U.S. Guarantor in his or her capacity as a director of
that company on written instruction from a direct or indirect shareholder of the relevant
U.S. Guarantor 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 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 is
available, to or on behalf of the relevant Indemnitee under an insurance




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	 	 	 	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 U.S. Guarantor or any affiliate of Rank 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 U.S. Guarantor; or
	 
	 	(iii)	 	such indemnification is provided by the U.S. Guarantor, in its
sole discretion, pursuant to the powers vested in the U.S.
Guarantor under applicable law.






	4.	 	Indemnification Procedure






	 	(a)	 	Each Indemnitee shall give Rank 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 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 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 Rank 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 Rank 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 Rank 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 shall not in any way be affected




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	 	 	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 New
York 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 earlier to occur of:






	 	(a)	 	the relevant Indemnitee ceasing to serve as a director of the relevant U.S.
Guarantor; and
	 
	 	(b)	 	the date on which all obligations of a U.S. Guarantor of which that
Indemnitee is a director in respect of the New Senior Facility, the New Notes, the
Existing Notes and the relevant Intercreditor Agreements is released or terminated.




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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.



Rank Group Limited




	 	 	 	 	 
	 	 	 
	 	  	/s/
Graeme Hart
 	 
	 	 	Graeme Hart 	 
	 	 	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	  	/s/
F Ramsey
 	 
	 	 	Signature of witness  	 
	 	 	 	 
	 
	 	 	 
	 	  	Secretary
 	 
	 	 	Occupation 	 
	 	 	 	 
	 
	 	 	 
	 	  	Auckland
 	 
	 	 	City of Residence 	 
	 	 	 	 



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Schedule




Part A 




U.S. Guarantor





	•	 	Closure Systems International Holdings Inc.
	 
	•	 	Closure Systems International Inc.
	 
	•	 	Reynolds Packaging Machinery Inc.
	 
	•	 	Closure Systems Mexico Holdings LLC
	 
	•	 	CSI Mexico LLC
	 
	•	 	Southern Plastics Inc.
	 
	•	 	CSI Sales & Technical Services Inc.
	 
	•	 	Reynolds Consumer Products Holdings Inc.
	 
	•	 	Reynolds Services Inc.
	 
	•	 	Reynolds Foil Inc.
	 
	•	 	Reynolds Consumer Products, Inc.
	 
	•	 	Bakers Choice Products, Inc.
	 
	•	 	Reynolds Group Holdings Inc.
	 
	•	 	Reynolds Group Issuer LLC
	 
	•	 	Reynolds Group Issuer Inc.




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Part B 




List of Indemnitees





	•	 	John Donald Borree
	 
	•	 	Gregory Alan Cole
	 
	•	 	Charles Thomas Cox
	 
	•	 	Thomas James Degnan
	 
	•	 	Michael Eugene Graham
	 
	•	 	Helen Dorothy Golding
	 
	•	 	Allen Philip Hugli
	 
	•	 	Victor Lance Mitchell
	 
	•	 	Robert Eugene Smith
	 
	•	 	Paul Donald Thomas
	 
	•	 	Daniel Joseph Zimmerlee






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