FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Form of Indemnification Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [•] day of [•], 2020, by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”) and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 21, 2020 (this “Agreement”), is by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”) and Packaging Finance Limited, a company incorporated pursuant to the laws of New Zealand (“PFL”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRAHAM PACKAGING PLASTIC PRODUCTS LLCLimited Liability Company Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Delaware
This Amended and Restated Limited Liability Company Agreement (“Agreement”) of Graham Packaging Plastic Products LLC (“Company”), dated as of January 1, 2018, is entered into by Graham Packaging Company Inc. as its sole member (“Sole Member”).
MASTER SUPPLY AGREEMENTMaster Supply Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
MASTER SUPPLY AGREEMENT (the “Agreement”) dated November 1, 2019 (the “Effective Date”) between REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company with its headquarters at 1900 West Field Court, Lake Forest, IL 60045 (“Seller”), and PACTIV LLC, a Delaware limited liability company with its headquarters at 1900 West Field Court, Lake Forest, IL 60045 (“Buyer”). Seller and Buyer are referred to individually at times as a “Party” and collectively at times as the “Parties”.
ContractReynolds Group Holdings LTD • March 28th, 2014 • Plastics, foil & coated paper bags • New York
Exhibit 4.4.40 - Twelfth Senior Notes Supplemental Indenture to the Indenture dated as of August 9, 2011, dated as of November 15, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
ContractReynolds Group Holdings LTD • March 28th, 2014 • Plastics, foil & coated paper bags • New York
Exhibit 4.4.37 - Twentieth Senior Secured Notes Supplemental Indenture to the Indenture dated as of February 1, 2011, dated as of November 15, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., The Bank of New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLESSupplemental Conditional Assignment of Receivables Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
THIS SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLES AGREEMENT (the "Supplemental Conditional Assignment of Receivables Agreement") is made on 16 October 2014.
CREDIT AGREEMENTCredit Agreement • August 5th, 2020 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • London
CREDIT AGREEMENT, dated as of August 4, 2020 (this “Agreement”), by and among GPC Merger Sub Inc., a Delaware corporation (“Merger Sub”), as the initial borrower hereunder, whose rights and obligations herein will, upon the consummation of the Merger (as defined below) be assumed by Graham Packaging Company Inc., a Delaware corporation (the “Company”), the Lenders from time to time party hereto and Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
ContractMaster Supply Agreement • May 9th, 2023 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
[*] – Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended, because it is not material and is of the type that the registrant treats as private or confidential.
PACTIV EVERGREEN GROUP ISSUER LLC, PACTIV EVERGREEN GROUP ISSUER INC., the GUARANTORS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, AND THE BANK OF NEW YORK MELLON, as Collateral Agent 4.375% Senior Secured Notes due 2028 INDENTURE...Indenture • September 27th, 2021 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • New York
JUNIOR LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of [●], among [CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH], as administrative agent for the First Lien Credit Agreement Secured Parties (as defined below) (in such capacity, and together with its successors in such capacity, the “First Lien Administrative Agent”), [WILMINGTON TRUST, NATIONAL ASSOCIATION], as trustee for the 2020 Senior Secured Notes Indenture Secured Parties (as defined below) (in such capacity, and together with its successors in such capacity, the “2020 Trustee”, and as trustee for the 2021 Senior Secured Notes Indenture Secured Parties (as defined below) (in such capacity, and together with its successors in such capacity, the “2021 Trustee” and, together with the 2020 Trustee, the “First Lien Trustees”), [THE BANK OF NEW YORK MELLON], as a First Lien Collateral Agent (as defined below), [●], as [representative] for the Initial Second Lien Secured Parties (as d
ContractSupplemental Indenture • February 15th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TWENTY-SIXTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of October 25, 2016 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, 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 Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 1285
SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBHShare Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail commu nication to which a pdf scan of this document is attached to an Austrian addressee or sendi
THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND THE COMPANIES LISTED IN SCHEDULE 1 AS PLEDGORS CONIRMATION AGREEMENTCredit Agreement • February 15th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Luxembourg
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
ContractSupplemental Indenture • March 28th, 2014 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
Exhibit 4.4.16 - Twenty-Second Supplemental Indenture to the Indenture dated as of May 4, 2010, dated as of June 14, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S.a.r.l, and The Bank of New York Mellon as trustee
ContractSupplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TWENTY-SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of June 16, 2015 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, 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 société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companie
ContractReaffirmation Agreement • February 15th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
REAFFIRMATION AGREEMENT, dated as of October 7, 2016 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC, Closure Systems International Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Reynolds Consumer Products LLC, Beverage Packaging Holdings (Luxembourg) III S.à r.l., Closure Systems International Inc. and Graham Packaging Company Inc. (collectively, with Closure Systems International B.V., the “Borrowers”), (c) Reynolds Group Issuer (Luxembourg) S.A. (“Lux Issuer”), Reynolds Group Issuer LLC (“LLC Issuer”) and Reynolds Group Issuer Inc. (“Inc. Issuer”) (collectively, the “Issuers”), (d) the Grantors listed on Schedule A hereto (the “Security Reaffirming Parties”) and the Grantors listed on Schedule C hereto (together with the Security Reaffirming Parties, the “Reaffirming Parties”), (e) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under th
ContractReynolds Group Holdings LTD • March 28th, 2014 • Plastics, foil & coated paper bags • New York
Exhibit 4.4.24 - Fourth Senior Secured Notes Supplemental Indenture dated as of September 28, 2012, dated as of June 14, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S.à r.l., The Bank of New York Mellon, as trustee, and Wilmington Trust (London) Limited, as additional collateral agent
ContractCollateral Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
SUPPLEMENT NO. 41 (this “Supplement”) dated as of October 25, 2016 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (“RCPL”), CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation (“CSII”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Graham”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC (“CSIH”), a Delaware limited liability company, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsibilité limitée) (the “Luxembourg Borrower” and, together with CSIH, CSII, RCPL, RGHI, RCPH, Pactiv, Evergreen and Graham, the “U.S. Borrow
ContractAgreement • February 27th, 2014 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
Exhibit 2.601 - Amendment Agreement in respect of a Deed of Pledge of Registered Shares in the share capital of Evergreen Packaging International B.V., dated as of December 31, 2013 between Evergreen Packaging (Luxembourg) S.a r.l. as pledgor, Evergreen Packaging International B.V as the company and The Bank of New York Mellon as collateral agent
WAREHOUSING AND FREIGHT SERVICES AGREEMENTWarehousing and Freight Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
This Warehousing and Freight Services Agreement (referred to herein as the “Agreement”) is made as of November 1, 2019 (“Effective Date”) by and between Reynolds Consumer Products LLC, a Delaware limited liability company with its principal place of business at 1900 West Field Court, Lake Forest, IL 60045 (referred to at times as “Reynolds”) and Pactiv LLC, a Delaware limited liability company with offices at 1900 West Field Court, Lake Forest, IL 60045 (referred to at times as “Pactiv”). Reynolds and Pactiv are each referred at times in this Agreement individually as a “Party” and collectively as the “Parties”.
ContractSupplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
THIRTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, 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 Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“
ContractReynolds Group Holdings LTD • February 27th, 2014 • Plastics, foil & coated paper bags • New York
Exhibit 4.4.45 - Twentieth Senior Notes Supplemental Indenture to the Indenture dated as of October 15, 2010, dated as of April 9, 2013, among Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A. and The Bank of New York Mellon, as trustee
ContractReynolds Group Holdings LTD • March 10th, 2020 • Plastics, foil & coated paper bags
GUARANTOR JOINDER (this “Joinder”) dated as of [●] to the [●] (as amended, supplemented or otherwise modified from time to time, the “[●] Amended and Restated Credit Agreement”), among [REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC, a Delaware limited liability company, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation, GRAHAM PACKAGING COMPANY INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL LIMITED (f/k/a Closure Systems International, B.V.), a New Zealand limited liability company, BEVERAGE PACKAGING HOLDINGS III LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) III S.à r.l.), a New Zealand limited liability company], REYNOLDS GROUP HOLDINGS LIMITED, a New Zealan
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2021 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
ContractPledge Over Shares Agreement • March 28th, 2014 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Luxembourg
Exhibit 2.623 - Share Pledge Agreement Relating to the shares in Beverage Packaging Holdings (Luxembourg) VI S.a.r.l. , dated as of June 14, 2013, among Beverage Packaging Holdings (Luxembourg) III S.a.r.l., Beverage Packaging Holdings (Luxembourg) VI S.a.r.l. and The Bank of New York Mellon as collateral agent
July 8, 2019 John Rooney CEO, Evergreen Packaging Re: Retention Agreement (Part 1) Dear John,Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags • Illinois
We are pleased to offer you (“you” or “Employee”) this retention bonus agreement (the “Agreement”) related to your continued service to Evergreen Packaging (the “Company”).
ContractReynolds Group Holdings LTD • March 28th, 2014 • Plastics, foil & coated paper bags • New York
Exhibit 4.4.23 - Ninth Senior Notes Supplemental Indenture to the Indenture dated as of February 15, 2012, dated as of June 14, 2013, among Reynolds Group Issuer LLC, Reynolds Group Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., Beverage Packaging Holdings (Luxembourg) I S.A., Beverage Packaging Holdings (Luxembourg) VI S.à r.l. and The Bank of New York Mellon, as trustee
ContractAccount Pledge Agreement • March 28th, 2014 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
Exhibit 2.624 - Account Pledge Agreement, dated as of June 14, 2013, between Beverage Packaging Holdings (Luxembourg) VI S.a.r.l. and The Bank of New York Mellon as collateral agent
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
Employment Agreement (“Agreement”) dated as of Feb 20, 2017 (the “Effective Date”), between Evergreen Packaging Inc., a Delaware corporation (“Employer”), and John Rooney (“Executive”).
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
PATENT SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
FORM OF SUPPLEMENTAL INDENTURE WITH RESPECT TO GUARANTOR ACCESSIONS TO THE 7.00% SENIOR NOTES DUE 2024Reynolds Group Holdings LTD • March 10th, 2020 • Plastics, foil & coated paper bags • New York
FOURTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of [●] among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Note Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent and registrar (the “Trustee”) under the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate princip
Supplemental Conditional Assignment of ReceivablesReynolds Group Holdings LTD • February 27th, 2014 • Plastics, foil & coated paper bags
THIS SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLES AGREEMENT (the "Supplemental Conditional Assignment Agreement") is made on 14 August 2013.
