exv10w10






Exhibit 10.10




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 — Hong Kong)



 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	3	 
	2. Indemnification
	 	 	3	 
	3. Limitations on Indemnification
	 	 	4	 
	4. Indemnification Procedure
	 	 	4	 
	5. Severability
	 	 	5	 
	6. Governing law
	 	 	5	 
	7. Amendments
	 	 	5	 
	8. Termination
	 	 	5	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1. List of Indemnitees
	 	 	7	 






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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.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 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. The Hong
Kong Guarantor (as defined below) will be required to:






	 	(a)	 	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;




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	 	(b)	 	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
	 
	 	(c)	 	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 in favour and for the
benefit of each Indemnitee.



THIS DEED POLL WITNESSES as follows:





	1.	 	Definitions
	 
	 	 	“Hong Kong Guarantor”means Closure Systems International (Hong Kong) Limited, a
company formed under the laws of Hong Kong
	 
	 	 	“Indemnitee” means each person listed in the Schedule to this Deed Poll.
	 
	2.	 	Indemnification
	 
	 	 	Rank shall 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 the Hong Kong Guarantor in his or her capacity as a
director of the Hong Kong Guarantor on written instruction from a direct or indirect shareholder of
the Hong Kong Guarantor in connection with any transactions or the approval or execution of any
resolutions or documents in relation to the Transactions.




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	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 policy, except in respect of any amount in excess of
the limits of liability of such policy; or
	 
	 	(d)	 	to the extent that payment has or will be made to the relevant Indemnitee by the Hong Kong
Guarantor or any affiliate of Rank otherwise than pursuant to this Deed Poll.






	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.




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	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 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 English 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 Hong Kong Guarantor; and
	 
	 	(b)	 	the date on which all obligations of the Hong Kong Guarantor of which that Indemnitee is a
director in respect of the New Senior Facility, the New Notes, the Existing Notes or the relevant
Intercreditor Agreement 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

 	 
	By:  	/s/ Graeme Hart
 	 
	 	Graeme Hart 	 
	 	Position: Director

	 	Address: 743 Riddell Rd, Glendowie, New Zealand 1005 



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Schedule




List of Indemnitees




	•	 	Victor Lance Mitchell
	 
	•	 	Paul Donald Thomas






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