Contract

EXECUTION VERSION

THIRD SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among XXXXXXXX GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), XXXXXXXX GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Xxxxxxx Xxxxxxxx, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Xxxxxxx Xxxxxxxx, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of (a) an aggregate principal amount of $1,350,000,000 of 5.125% Senior Secured Notes due 2023 (the “Fixed Rate Senior Secured Notes”) and (b) an aggregate principal amount of $750,000,000 of Senior Secured Floating Rate Notes due 2021 (the “Floating Rate Senior Secured Notes” and, together with the Fixed Rate Senior Secured Notes, the “Senior Secured Notes”).

W I T N E S S E T H :

WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by Xxxxxxxx Group Holdings Limited to BP I;

WHEREAS it is intended that BP II shall be liquidated;

WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;

WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes Indenture;

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Secured Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.

ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Secured Notes Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees assumed hereunder.

iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Secured Note Guarantee and the Senior Secured Notes Indenture.

iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.

v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.

(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws.

xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.

xiv.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:

If to any of the Issuers:

0000 Xxxx Xxxxx Xxxxx Xxxx Xxxxxx, XX 00000 Attention of Xxxxxx X. Xxxxx

Group Legal Counsel
Fax: 000-000-0000 XXxxxx@xxxxxx.xxx

If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:

The Bank of New York Mellon
000 Xxxxxxx Xxxxxx 0-X
Xxx Xxxx, XX 00000
Attn: International Corporate Trust
Fax: (000) 000-0000
xxxxxx.xxxxx@xxxxxxxxx.xxx

If to the Additional Collateral Agent:

Wilmington Trust (London) Limited
Third Floor

1 King’s Xxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile: x00 (0)00 0000 0000

Attention: Xxxxxx Xxxxxxxx and Xxxx Xxxxxx

xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.

(1)

IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.

XXXXXXXX GROUP ISSUER LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX GROUP ISSUER INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

PACTIV CANADA INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

XXXXXXXX CONSUMER PRODUCTS CANADA INC.

By

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Assistant Secretary

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

Luxembourg

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

Luxembourg

EVERGREEN PACKAGING (LUXEMBOURG) S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Xxxxxxx Xxxxxxxx, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

The Netherlands

CLOSURE SYSTEMS INTERNATIONAL B.V.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL B.V.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

XXXXXXXX PACKAGING INTERNATIONAL B.V.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

and witnessed by

Name:

Address:

Occupation:

XXXXXXXX GROUP HOLDINGS LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

and witnessed by

Name:

Address:

Occupation:

United States

XXXXX’X CHOICE PRODUCTS, INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

BCP/XXXXXX HOLDINGS L.L.C.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

BRPP, XXX.

XX: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

United States

CSI MEXICO LLC

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

EVERGREEN PACKAGING INC.

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC

By

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Secretary

GPC HOLDINGS LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

GPC SUB GP LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING ACQUISITION CORP.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING COMPANY INC.

By

/s/ Xxxx Xxxxxxxxx

Name: Xxxx Xxxxxxxxx

Title: Secretary and Vice President

XXXXXX PACKAGING COMPANY, L.P.

By: GPC OPCO GP L.L.C., its general partner

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

United States

XXXXXX PACKAGING HOLDINGS COMPANY

By: BCP/Xxxxxx Holdings L.L.C., its general partner

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING PET TECHNOLOGIES INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING PLASTIC PRODUCTS INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING PX COMPANY

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

United States

XXXXXX PACKAGING PX HOLDING CORPORATION

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING PX, LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

PACTIV LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

PACTIV MANAGEMENT COMPANY LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

United States

PACTIV PACKAGING INC.

By

/s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Assistant Secretary

PCA WEST INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

RENPAC HOLDINGS INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary

XXXXXXXX CONSUMER PRODUCTS HOLDINGS LLC

By:

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary and Vice President

XXXXXXXX CONSUMER PRODUCTS LLC

By:

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

United States

XXXXXXXX GROUP HOLDINGS INC.

By:

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary

XXXXXXXX MANUFACTURING, INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary

XXXXXXXX PRESTO PRODUCTS INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX SERVICES INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary

SOUTHERN PLASTICS, INC.

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent

By:/s/ Xxxxxxxx X. X’Xxxxx

Name: Xxxxxxxx X. X’Xxxxx

Title: Vice President

WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent

By:/s Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Vice President