REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as Issuers and and the Senior Secured Note Guarantors from time to time party hereto FIRST SUPPLEMENTAL INDENTURE Dated as of August 1, 2016 to the SENIOR...

XXXXXXXX GROUP ISSUER LLC

XXXXXXXX GROUP ISSUER INC.

XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A.,

as Issuers

and

and the Senior Secured Note Guarantors from time to time party hereto

5.125% Senior Secured Notes due 2023

________________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 1, 2016

to the

SENIOR SECURED NOTES INDENTURE

Dated as of June 27, 2016

________________________

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

WILMINGTON TRUST (LONDON) LIMITED,
as Additional Collateral Agent

FIRST SUPPLEMENTAL INDENTURE dated as of August 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Supplemental Indenture”), among XXXXXXXX GROUP ISSUER LLC, a Delaware limited liability company having its registered office at CT Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (the “US Issuer I”), XXXXXXXX GROUP ISSUER INC., a Delaware corporation having its registered office at CT Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as 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 (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), the Senior Secured Note Guarantors (as defined in the Indenture referenced below) from time to time party hereto, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, collateral agent, registrar and calculation agent, and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Issuers, the Senior Secured Notes Guarantors, the Trustee and the Additional Collateral Agent are party to the Senior Secured Notes Indenture, dated as of June 27, 2016 (as amended, supplemented, waived or otherwise modified from time to time, the “Indenture”), which provides for the issuance from time to time of Senior Secured Notes by the Company;

WHEREAS, Section 2.01 of the Indenture provides that the Issuers may provide for the issuance of Additional Senior Secured Notes in accordance with the limitations set forth in the Indenture;

WHEREAS, in connection with the issuance of $250,000,000 aggregate principal amount of the Issuers’ 5.125% Senior Secured Notes due 2023 (the “Tack-On Fixed Rate Senior Secured Notes”), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the Tack-On Fixed Rate Senior Secured Notes as hereinafter described; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Senior Secured Notes Guarantors, the Trustee and the Additional Collateral Agent mutually covenant and agree for the benefit of the Holders as follows:

1.    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Aggregate Principal Amount. The Tack-On Fixed Rate Senior Secured Notes will be issued by the Issuers, and authenticated and delivered by the Trustee, in an aggregate principal amount of $250,000,000.

3.    Terms. The Tack-On Fixed Rate Senior Secured Notes will be issued to Holders at a price of 103.500% of the aggregate principal amount of the Tack-On Fixed Rate Senior Secured Notes, plus accrued interest from June 27, 2016. The Tack-On Fixed Rate Senior Secured Notes will accrue interest from June 27, 2016. The Tack-On Fixed Rate Senior Secured Notes will be issued on August 1, 2016 (the “Issue Date”).

4.    Global Senior Secured Securities. (i) The Tack-On Fixed Rate Senior Secured Notes sold within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act will be represented by one or more Global Fixed Rate Senior Secured Securities (the “Rule 144A Global Securities”) in registered form without interest coupons attached, such Rule 144A Global Securities being deposited upon issuance with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, and (ii) the Tack-On Fixed Rate Senior Secured Notes sold outside the United States in reliance on Regulation S under the Securities Act will be represented by one or more Global Fixed Rate Senior Secured Securities (the “Regulation S Global Securities”) in registered form without interest coupons attached, such Regulation S Global Securities being deposited upon issuance with a custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. (i) Beneficial interests in the Regulation S Global Securities may not be exchanged for beneficial interests in the Global Fixed Rate Senior Secured Securities for the Original Fixed Rate Senior Secured Notes issued pursuant to Regulation S and (ii) beneficial interests in the Global Fixed Rate Senior Secured Securities for the Original Fixed Rate Senior Secured Notes issued pursuant to Regulation S may not be exchanged for beneficial interests in the Regulation S Global Securities, in each case until at least 40 days after the Issue Date.

5.    Additional Fixed Rate Senior Secured Notes. The Tack-On Fixed Rate Senior Secured Notes will be Additional Fixed Rate Senior Secured Notes for all purposes under the Indenture. The Tack-On Fixed Rate Senior Secured Notes will have the same terms as the Original Fixed Rate Senior Secured Notes, other than with respect to the issue price and the Issue Date.

6.    Form. The Tack-On Fixed Rate Senior Secured Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and Exhibit A-1 attached to the Indenture, in each case as provided for in Section 2.02 of the Indenture (as such form may be modified in accordance with Section 2.01 of the Indenture).

9.    Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE TACK-ON FIXED RATE SENIOR SECURED NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES SHALL NOT BE APPLICABLE IN RESPECT OF THIS SUPPLEMENTAL INDENTURE AND THE TACK-ON FIXED RATE SENIOR SECURED NOTES. THE PARTIES HERETO HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY.

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

11.    Trustee and Collateral Agent. The Trustee and the Additional Collateral Agent make no representations as to the validity or sufficiency of this Supplemental Indenture.

12.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

XXXXXXXX GROUP HOLDINGS LIMITED

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

and witnessed by /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Address: Xxxxx 00, 00 Xxxx Xx., Xxxxxx

Occupation: Personal Assistant

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) I 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 128.592

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II 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 128.914

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

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 having 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 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 having a share capital of EUR 12,500

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Authorised Signatory

XXXXXXXX GROUP ISSUER (LUXEMBOURG) 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 148.957

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 /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Address: Xxxxx 00, 00 Xxxx Xx., Xxxxxx

Occupation: Personal Assistant

United States

BAKERS 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

BEVERAGE PACKAGING HOLDINGS II ISSUER INC.

By

/s/ Xxxx Xxxx Xxxx

Name: Xxxx Xxxx Xxxx

Title: Secretary and Vice President

BLUE RIDGE HOLDING CORP.

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

BRPP, LLC

By: Blue Ridge Paper Products Inc., its Sole Member

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

United States

BLUE RIDGE PAPER PRODUCTS INC.

By

/s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Secretary and Vice President

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: Secretary and Vice President

United States

CLOSURE SYSTEMS MEXICO HOLDINGS LLC

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

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

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 INC.

By

/s/ Xxxx Xxxxxxxxx

Name: Xxxx Xxxxxxxxx

Title: Secretary and Vice President

United States

XXXXXX PACKAGING COMPANY, L.P.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

XXXXXX PACKAGING HOLDINGS COMPANY

By: BCP/Xxxxxx Holdings L.L.C., its General Partner

By

/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

United States

XXXXXX PACKAGING PX COMPANY

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary and Vice President

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

United States

PACTIV LLC

By

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Secretary and Vice President

PACTIV MANAGEMENT COMPANY LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Vice President

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: Vice President

United States

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

XXXXXXXX GROUP ISSUER INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX GROUP ISSUER LLC

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Assistant Secretary

XXXXXXXX GROUP HOLDINGS INC.

By

/s/ Xxxxx Xxxxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx Xxxxxxx

Title: Secretary

United States

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

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, the Collateral Agent, Registrar and Calculation 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/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director

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