Contract

EXECUTION VERSION

THIRD SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of October 31, 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 (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).

W I T N E S S E T H :

WHEREAS, in connection with certain internal reorganizations, (a) Xxxxxxxx Group Issuer (Luxembourg) S.A., a Luxembourg société anonyme (a public limited liability company) (“Xxxxxxxx Issuer Lux”), has been redomiciled in New Zealand, and will continue in existence, as Xxxxxxxx Group Issuer (New Zealand) Limited, a New Zealand limited liability company (“Xxxxxxxx Issuer NZ”) and (b) Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg société anonyme (a public limited liability company) (“BP I Lux”), has been redomiciled in New Zealand, and will continue in existence, as Beverage Packaging Holdings I Limited, a New Zealand limited liability company (“BP I NZ”);

WHEREAS Section 5.01(a) of the Senior Notes Indenture sets forth certain conditions to, among other things, the conversion of Xxxxxxxx Issuer Lux or BP I Lux into any Person; and

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

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior 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. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Notes Indenture, (a) Xxxxxxxx Issuer NZ hereby expressly assumes all of the obligations of Xxxxxxxx Issuer Lux under the Senior Notes Indenture and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Notes Indenture and the Senior Note Guarantee.

ii.Confirmation of Obligations. (a) In accordance with Section 5.01(a)(v), each of the Issuers (other than Xxxxxxxx Issuer NZ) and each Senior Note Guarantor hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of Xxxxxxxx Issuer NZ under the Senior Notes Indenture and the Senior Notes. The foregoing confirmation of obligations by each of the Issuers (other than Xxxxxxxx Issuer NZ) and each Senior Note Guarantor shall be deemed to have occurred immediately prior to the redomiciliation of Xxxxxxxx Issuer NZ.

(b) In accordance with Section 5.01(a)(v), each of the Issuers and each Senior Note Guarantor (other than BP I NZ) hereby confirms that its obligations under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees, as applicable, shall apply to the obligations of BP I NZ under the Senior Notes Indenture, the Senior Notes and the Senior Note Guarantees. The foregoing confirmation of obligations by each of the Issuers and each Senior Note Guarantor (other than BP I NZ) shall be deemed to have occurred immediately prior to the redomiciliation of BP I NZ.

iii.Succession. In accordance with, and to the extent required by, Section 5.01(a) of the Senior Notes Indenture, upon the effectiveness of this Senior Notes Supplemental Indenture, (a) Xxxxxxxx Issuer NZ will succeed to, and be substituted for, Xxxxxxxx Issuer Lux under the Senior Notes Indenture and (b) BP I NZ will succeed to, and be substituted for, BP I Lux under the applicable Senior Note Guarantee and the Senior Notes Indenture. All references in the Senior Notes Indenture and the Senior Notes to the Luxembourg Issuer shall be deemed to be references to Xxxxxxxx Issuer NZ, and all references therein to BP I shall be deemed to be references to BP I NZ.

iv.Ratification of Senior Notes Indenture; Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior 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 Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.

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

vi.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Senior Notes Supplemental Indenture.

vii.Indemnity. (a) The Issuers and BP I NZ, subject to Section 10.08 of the Senior Notes Indenture, jointly and severally, shall indemnify the Trustee (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 Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Notes Supplemental Indenture against the Issuers or BP I NZ (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I NZ, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so notify the Issuers shall not relieve any of the Issuers or BP I NZ executing this Senior 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 NZ, 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 NZ in this Section, the Trustee shall have a Lien prior to the Senior 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 Notes.

viii.Duplicate Originals. The parties may sign any number of copies of this Senior 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 Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I NZ, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Notes Supplemental Indenture.

xi.No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I NZ or any Issuer or any direct or indirect parent corporation will have any liability for any obligations of the Issuers or Senior Note Guarantors under the Senior Notes, this Senior 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 Notes by accepting a Senior 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 NZ in this Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors and assigns.

xiii.Severability. In case any one or more of the provisions contained in this Senior Notes Supplemental Indenture or the Senior 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 Notes Supplemental Indenture or the Senior 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, 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

xv.Amendments and Modification. This Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior 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 (NEW ZEALAND) LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED

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

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

XXXXXXXX PACKAGING INTERNATIONAL LIMITED

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/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

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 and Registrar

By:/s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Vice President