Exhibit 10.1





EXECUTION VERSION


 


 


 





SPECIFIED
REFINANCING AND INCREMENTAL AMENDMENT (AMENDMENT NO. 14) dated as of September 24, 2021 (this “Agreement”),
related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended by that certain Amendment No. 11 dated
as of October 4, 2016, that certain Incremental Assumption Agreement dated as of October 7, 2016, that certain Incremental Assumption
Agreement dated as of February 7, 2017, that certain Amendment No. 12 dated as of August 4, 2020, that certain Specified Refinancing
Amendment and Amendment No. 13 dated as of October 1, 2020 and as further amended, supplemented or modified prior to the date hereof,
the “Existing Credit Agreement”; and as amended by this Agreement, the “Amended Credit Agreement”),
by and among Pactiv Evergreen Group Holdings Inc. (formerly Reynolds Group Holdings Inc.), Pactiv LLC, Evergreen Packaging LLC (formerly
Evergreen Packaging Inc.), Pactiv Evergreen Inc. (formerly Reynolds Group Holdings Limited) (“Holdings”), the
Guarantors party thereto from time to time, the Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch,
as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).


 


A.               
Pursuant to Sections 2.23 and 2.25 of the Existing Credit Agreement, Holdings and the U.S.
Borrowers have requested that the Persons set forth on Schedule I hereto (the “Tranche B-3 U.S. Term Lenders”)
commit to make Other Term Loans to the U.S. Borrowers in an aggregate principal amount not in excess of $304,655,022 and Specified Refinancing
Term Loans to the U.S. Borrowers in an aggregate principal amount not in excess of $710,344,978 (such Other Term Loans and Specified
Refinancing Term Loans, collectively, the “Tranche B-3 U.S. Term Loans”) in the form of a single new tranche
of Dollar-denominated term loans. The proceeds of the Tranche B-3 U.S. Term Loans will be used, together with the proceeds of the Notes
Offering (defined below), at the election of Holdings, (i) to prepay in full the Tranche B-1 U.S. Term Loans outstanding under the Existing
Credit Agreement, (ii) on the date of the closing thereof, to finance the acquisition (the “Acquisition”) by
a subsidiary of Holdings of 100% of the equity interests of the direct and indirect subsidiaries of Two Mitts, Inc., a Michigan corporation
pursuant to the Stock Purchase Agreement (the “Acquisition Agreement”) dated as of September 7, 2021 (including
the repayment of certain existing indebtedness of the Acquired Companies (as defined in the Acquisition Agreement) and, in the event
the Acquisition is not consummated, to refinance additional Term Loans and/or (iii) to finance all or a portion of the fees, premiums,
expenses and other transaction costs incurred in connection with the foregoing.


 


B.                
The Tranche B-3 U.S. Term Lenders are willing to make the Tranche B-3 U.S. Term Loans to the U.S.
Borrowers on the terms set forth herein and in the Amended Credit Agreement and subject to the conditions set forth herein.


 


C.                
Holdings intends to issue and sell senior secured notes in an aggregate principal amount of $500,000,000
on the Effective Date (the “Notes Offering”). The Notes Offering and the application of the proceeds thereof,
the borrowing of the Tranche B-3 U.S. Term Loans and the application of the proceeds thereof, the execution, delivery and performance
by the 


 




     


    2 


    

Loan
Parties of this Agreement and the payment of fees and expenses incurred in connection with the foregoing are collectively referred to
herein as the “2021 Transactions”.


 


D.               
Credit Suisse Loan Funding LLC and HSBC Securities (USA) Inc. will act as joint lead arrangers and
joint bookrunners for the Tranche B-3 U.S. Term Loans and Coöperatieve Rabobank U.A., New York Branch will act as syndication agent
for the Tranche B-3 U.S. Term Loans.


 


E.                
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Amended
Credit Agreement.


 


Accordingly,
in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1. Defined Terms; Interpretation; Etc. The rules of construction set forth in Section
1.02 of the Amended Credit Agreement shall apply to this Agreement as if the references in such Section to “this Agreement”
or “herein” were to this Agreement. This Agreement shall be a “Loan Document” and a “Specified Refinancing
Amendment” for all purposes of the Amended Credit Agreement and the other Loan Documents.


 


SECTION
2. Tranche B-3 U.S. Term Loans. (a) Subject to the terms and conditions set forth
herein and in the Amended Credit Agreement, each Tranche B-3 U.S. Term Lender agrees, severally and not jointly, to make, on the Effective
Date, a Tranche B-3 U.S. Term Loan to the U.S. Borrowers in Dollars and in an aggregate principal amount not to exceed the amount set
forth next to such Tranche B-3 U.S. Term Lender’s name on Schedule I (the “Tranche B-3 Term Loan Commitments”).
For purposes of the Existing Credit Agreement and the Amended Credit Agreement, $304,655,022 in aggregate principal amount of the Tranche
B-3 U.S. Term Loans shall constitute Incremental Term Loans and $710,344,978 in aggregate principal amount of the Tranche B-3 U.S. Term
Loans shall constitute Specified Refinancing Term Loans.


 


(b)
Except as otherwise expressly set forth in this Agreement, from and after the making of the Tranche
B-3 U.S. Term Loans on the Effective Date, the provisions of the Amended Credit Agreement and the other Loan Documents applicable to
U.S. Term Loans shall apply to the Tranche B-3 U.S. Term Loans.


 


(c)
The Tranche B-3 Term Loan Commitments of each Tranche B-3 U.S. Term Lender shall automatically terminate
upon the making of the Tranche B-3 U.S. Term Loans by such Tranche B-3 U.S. Term Lender on the Effective Date.


 


(d)
Unless the context shall otherwise require, (i) the Tranche B-3 U.S. Term Loans shall constitute
“Incremental Term Loans” and “Other Term Loans” or “Specified Refinancing Term Loans”, as applicable,
“Tranche B-3 U.S. Term Loans”, “Term Loans” and “Loans” and (ii) the Tranche B-3 U.S. Term Lenders
shall constitute “U.S. Term Lenders” and “Lenders”, in each case, for all purposes of the Amended Credit Agreement
and the other Loan Documents.


 




     


    3 


    

(e)
The proceeds of the Tranche B-3 U.S. Term Loans are to be used solely for the purposes set forth
in Recital A of this Agreement.


 


SECTION
3. Amendments to Existing Credit Agreement.  Effective as of the Effective Date,
the Existing Credit Agreement is hereby amended as follows:


 


(a)
Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following defined
terms in appropriate alphabetical order:


 


“2021
Specified Refinancing and Incremental Amendment” shall mean the Specified Refinancing and Incremental Amendment (Amendment
No. 14) dated as of September 24, 2021, to this Agreement.


 


“2021
Specified Refinancing and Incremental Amendment Effective Date” shall have the meaning assigned to the term “Effective
Date” in the 2021 Specified Refinancing and Incremental Amendment.


 


“Tranche
B-3 U.S. Term Lender” shall mean a Lender with a Tranche B-3 U.S. Term Loan.


 


“Tranche
B-3 U.S. Term Loan Maturity Date” shall mean September 24, 2028.


 


“Tranche
B-3 U.S. Term Loans” shall mean the term loans made pursuant to the 2021 Specified Refinancing and Incremental Amendment
on the 2021 Specified Refinancing and Incremental Amendment Effective Date. As of the 2021 Specified Refinancing and Incremental Amendment
Effective Date, the aggregate outstanding principal amount of Tranche B-3 U.S. Term Loans is $1,015,000,000.


 


(b)
The definition of the term “Adjusted LIBO Rate” set forth in Section 1.01 of the Existing
Credit Agreement is hereby amended by amending and restating the proviso thereto in its entirety as follows:


 


“provided,
however, that the Adjusted LIBO Rate for any Interest Period in respect of (x) any Tranche B-3 U.S. Term Loan shall not be less
than 0.50% per annum and (y) any other Loan shall not be less than 0% per annum”.


 


(c)
The definition of the term “Applicable Margin” set forth in Section 1.01 of the Existing
Credit Agreement is hereby amended by (i) replacing the word “[reserved]” in clause (c) thereof with the words “with
respect to any Eurocurrency Tranche B-3 U.S. Term Loans, the applicable rate per annum set forth below under the caption “Eurocurrency
Spread – Tranche B-3 U.S. Term Loans”” and replacing the word “[reserved]” in clause (f) thereof with the
words “with respect to any Daily Rate Tranche B-3 U.S. Term Loans, the applicable rate per annum set forth below under the caption
“Daily Rate Spread – Tranche B-3 U.S. Term Loans””.


 




     


    4 


    







	Senior Secured
    First Lien Leverage Ratio	Eurocurrency
    Spread – Tranche B-3 U.S. Term Loans	Daily
    Rate Spread – Tranche B-3 U.S. Term Loans
	Category
1

    > 4.80 to
1.00
	3.50%	2.50%
	Category
2

    ≤ 4.80 to
1.00
	3.25%	2.25%


 


 


Each
change in the Applicable Margin resulting from a change in the Senior Secured First Lien Leverage Ratio shall be effective with respect
to all Tranche B-3 U.S. Term Loans outstanding on and after the date of delivery to the Administrative Agent of the financial statements
and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding
the foregoing, the Senior Secured First Lien Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the
Applicable Margin until the delivery of such financial statements and certificates with respect to the first full fiscal quarter ending
after the 2021 Specified Refinancing and Incremental Amendment Effective Date. In addition, (a) at any time during which Holdings has
failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively
(until the time of the delivery thereof), or (b) at any time after the occurrence and during the continuance of an Event of Default,
the Senior Secured First Lien Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin.


 


(d)
The definition of the term “Class” set forth in Section 1.01 of the Existing Credit
Agreement is hereby amended by inserting the words “Tranche B-3 U.S. Term Loans,” immediately before the words “European
Term Loans” therein.


 


(e)
The last sentence of the definition of “Interest Period” set forth in Section 1.01 of
the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“Notwithstanding
the foregoing, the Interest Period with respect to the initial borrowing of the Tranche B-3 U.S. Term Loans shall be a period commencing
on the 2021 Specified Refinancing and Incremental Amendment Effective Date and ending on October 29, 2021.”


 


(f)
The definition of the term “U.S. Term Lender” set forth in Section 1.01 of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as follows


 




     


    5 


    

“U.S.
Term Lender” shall mean a Tranche B-1 U.S. Term Lender, a Tranche B-2 U.S. Term Lender or a Tranche B-3 U.S. Term Lender,
or any combination thereof, as the context may require.


 


(g)
The definition of the term “U.S. Term Loan Commitment” set forth in Section 1.01
of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“U.S.
Term Loan Commitment” shall mean, collectively, the “Incremental Term Loan Commitments” (as defined in Amendment
No. 10), the “Tranche B-2 Term Loan Commitments” (as defined in Amendment No. 13) and the “Tranche B-3 Term Loan Commitments”
(as defined in the 2021 Specified Refinancing and Incremental Amendment).


 


(h)
The definition of the term “U.S. Term Loans” set forth in Section 1.01 of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“U.S.
Term Loans” shall mean the Tranche B-1 U.S. Term Loans, the Tranche B-2 U.S. Term Loans and the Tranche B-3 U.S. Term Loans.


 


(i)
Section 2.03 of the Existing Credit Agreement is hereby amended by replacing the words “Tranche
B-2 U.S. Term Loans” in clause (i) of the second sentence thereof with the words “Tranche B-2 U.S. Term Loans, Tranche B-3
U.S. Term Loans”.


 


(j)
Clause (b) of Section 2.07 of the Existing Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“(b)with
respect to all other overdue amounts, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of
365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) equal
to (i) if such overdue amount relates to Revolving Loans, the rate that would be applicable to a Daily Rate Revolving Loan, (ii) if such
overdue amount relates to Tranche B-1 U.S. Term Loans, the rate that would be applicable to a Daily Rate Tranche B-1 U.S. Term Loan,
(iii) if such overdue amount relates to Tranche B-3 U.S. Term Loans, the rate that would be applicable to a Daily Rate Tranche B-3 U.S.
Term Loan and (iii) otherwise, the rate that would be applicable to a Daily Rate Tranche B-2 U.S. Term Loan, in each case, plus 2.00%
per annum.”


 


(k)
Section 2.11(a)(iii) of the Existing Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“(i)The
U.S. Borrowers shall pay to the Administrative Agent, on the last Business Day of each calendar quarter commencing with the first full
calendar quarter ending after the 2021 Specified Refinancing and Incremental Amendment Effective Date, for the account of the Tranche
B-3 U.S. Term Lenders, a principal amount of the Tranche B-3 U.S. Term Loans (as adjusted from time to time pursuant to Sections 2.12,
2.13(f) and 2.23(d)) equal to 0.25% of the aggregate


 




     


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principal
amount of the Tranche B-3 U.S. Term Loans made on the 2021 Specified Refinancing and Incremental Amendment Effective Date.”


 


(l)
Section 2.11(b) of the Existing Credit Agreement is hereby amended by inserting the words “,
the Tranche B-3 U.S. Term Loan Maturity Date” immediately following the words “the Tranche B-2 U.S. Term Loan Maturity Date”
therein.


 


(m)
Section 2.12(e) of the Existing Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“(e)
If, prior to the date that is six months after the 2021 Specified Refinancing and Incremental Amendment Effective Date, (i) all or any
portion of the Tranche B-3 U.S. Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence by Holdings,
the Borrowers or any of their subsidiaries of any broadly syndicated dollar-denominated long-term term “B” credit facility
that is secured on a pari passu basis with the Tranche B-3 U.S. Term Loans and the all-in-yield (as determined by the Administrative
Agent in consultation with Holdings and in a manner consistent with generally accepted financial practice and, in any event, excluding
the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all
providers of such financing, and without taking into account any fluctuations in the Adjusted LIBO Rate) of such secured term loan financing
is less than the yield (as determined by the Administrative Agent on the same basis) of the Tranche B-3 U.S. Term Loans or (ii) a Tranche
B-3 U.S. Term Lender must assign its Tranche B-3 U.S. Term Loans pursuant to Section 2.21 as a result of its failure to consent to an
amendment that would reduce (as determined by the Administrative Agent in consultation with Holdings) any of the interest rate margins
(or other pricing-related terms) then in effect with respect to such Tranche B-3 U.S. Term Loans then in each case the aggregate principal
amount so prepaid or assigned will be subject to a fee payable by the U.S. Borrowers equal to 1.0% of the principal amount thereof; provided
that, in each case, such fee shall only be payable if the primary purpose (as determined by Holdings in good faith) of such prepayment,
repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the all-in-yield of the Tranche
B-3 U.S. Term Loans; provided further that this Section 2.12(e) shall not apply to any prepayment of the Tranche B-3 U.S. Term
Loans upon the occurrence of a Change in Control or an acquisition or investment the aggregate consideration for which exceeds $125,000,000.”


 


SECTION
4. Conditions Precedent to Borrowing of Tranche B-3 U.S. Term Loans and Effectiveness of Agreement.
The effectiveness of this Agreement and the obligations of the Tranche B-3 U.S. Term Lenders to make the Tranche B-3 U.S. Term Loans
hereunder shall be subject to the satisfaction of the following conditions precedent (the date (which must be a Business Day) on which
such conditions precedent are satisfied or waived and the Tranche B-3 U.S. Term Loans are funded being referred to herein as the “Effective
Date”):


 


(a)
The Administrative Agent shall have received a Borrowing Request with respect to the Tranche B-3
U.S. Term Loans (which Borrowing Request may be given at


 




     


    7 


    

any
time prior to 12:00 (noon), New York City time, on the Business Day immediately prior to the Effective Date).


 


(b)
The Administrative Agent shall have received counterparts of this Agreement that, when taken together,
bear the signatures of (i) each Loan Party, (ii) the Administrative Agent and (iii) each Tranche B-3 U.S. Term Lender.


 


(c)
Subject to the Agreed Security Principles, on the Effective Date, each of the conditions set forth
in Section 2.23(c) and in paragraphs (b) and (c) of Section 4.01 of the Amended Credit Agreement shall be satisfied and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings; provided that,
for purposes of determining the satisfaction of the condition set forth in paragraph (b) of Section 4.01 of the Amended Credit Agreement,
each reference in the representation set forth in Section 3.22 of the Amended Credit Agreement to the 2016 Restatement Transactions and
the 2016 Restatement Date shall be deemed to be a reference to the 2021 Transactions and the Effective Date, respectively.


 


(d)
Subject to the Agreed Security Principles, the Administrative Agent shall have received legal opinions,
corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) and (iv) of Section
4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative Agent for each Loan Party.


 


(e)
The Administrative Agent shall have received, pursuant to Section 2.12 of the Existing Credit Agreement,
a notice of prepayment with respect to the Tranche B-1 U.S. Term Loans to be prepaid on the Effective Date.


 


(f)
The Administrative Agent shall have received all fees and other amounts due and payable on or prior
to the Effective Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required
to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document.


 


(g)
The Bank of New York Mellon, in its capacity as Collateral Agent, and each Loan Party shall have
executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially
in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested
by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous
to Holdings and the Subsidiaries than the documentation required to be delivered in connection with the 2017 Incremental Term Loan Transactions),
in each case subject to the Agreed Security Principles and with any modifications necessary to reflect the 2021 Transactions and such
other modifications that are reasonably satisfactory to Holdings and the Administrative Agent.


 


(h)
The Administrative Agent shall have received all documentation and other information about the Loan
Parties reasonably requested by the Administrative Agent (on behalf of itself or any Tranche B-3 U.S. Term Lender) in writing at least
five Business Days in advance of the Effective Date, which documentation or other information is


 




     


    8 


    

required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
without limitation the USA PATRIOT Act and 31 C.F.R. § 1010.230.


 


SECTION
5. Representations and Warranties. To induce the other parties hereto to enter
into this Agreement, each Loan Party party hereto represents and warrants to the Administrative Agent and each of the Lenders (including
the Tranche B-3 U.S. Term Lenders), with respect to itself, that, as of the Effective Date, this Agreement has been duly authorized,
executed and delivered by such Loan Party and, subject to the Legal Reservations, constitutes a legal, valid and binding obligation of
such Loan Party enforceable against such Loan Party in accordance with its terms.


 


SECTION
6. Effect of Agreement. Except as expressly set forth herein, this Agreement
shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders,
the Administrative Agent or the Collateral Agents under the Amended Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit
Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle
any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants
or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances. After the date
hereof, any reference in any Loan Document to the Amended Credit Agreement shall be deemed to refer without further amendment to the
Amended Credit Agreement as modified hereby.


 


SECTION
7. Consent. Each Loan Party hereby consents to this Agreement and the transactions
contemplated hereby.


 


SECTION
8. Post-Effective Matters. Within the time periods set forth in Schedule II or
such later date as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties identified on Schedule II
shall enter into, subject to the Agreed Security Principles, all agreements and do all things required to be entered into and done by
them as set forth in Schedule II, with each such required agreement to be in form and substance reasonably satisfactory to the Administrative
Agent.


 


SECTION
9. Notices. All notices hereunder shall be given in accordance with the provisions
of Section 9.01 of the Amended Credit Agreement.


 


SECTION
10. Counterparts. This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.
Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying
with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent
permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.
Each of the parties to this Agreement represents and


 




     


    9 


    

warrants
to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are
no restrictions for doing so in that party’s constitutive documents.


 


SECTION
11. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.


 


SECTION
13. Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court or Federal
court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agents or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Borrower, Holdings or their respective
properties in the courts of any jurisdiction.


 


(b)
Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(c)
Each party to this Agreement irrevocably, to the extent permitted under applicable law, consents
to service of process in the manner provided for notices in Section 9.01 of the Amended Credit Agreement. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 




     


    10 


    

SECTION
14. Headings. The headings of this Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.


 


[Remainder
of page intentionally left blank]


 




     


     


    

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.


 


	 	PACTIV EVERGREEN GROUP HOLDINGS
    INC.
	 	 
	 	 
	 	by
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

	 	BLUE RIDGE HOLDING LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Assistant Secretary
    



 

	 	BLUE RIDGE paper products llc
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Assistant Secretary
    



 

	 	evergreen packaging LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Assistant Secretary
    



 

	 	brpp, LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Assistant Secretary
    



 

	 	CLOSURE SOLUTIONS emea HOLDINGS
    LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Vice President,
    General Counsel and Secretary 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

	 	EVERGREEN PACKAGING INTERNATIONAL  LLC
	 	
	 	
	 	by
	 		
	 	Name:Chandra
    Mitchell
	 	Title:Vice
    President, General Counsel and Secretary 



 

	 	GEC PACKAGING TECHNOLOGIES LLC
	 	 
	 	 
	 	by
	 		
	 	 	Name: Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	Pactiv Europe Services LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name: Chandra Mitchell 
	 	 	Title:Vice President
    and Secretary 



 

	 	Pactiv Evergreen inc. 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    Chief Legal Officer and Secretary 



 

	 	Pactiv llc 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Vice President,
    General Counsel and Secretary 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

	 	Pactiv MANAGEMENT COMPANY LLC
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	Pactiv packaging inc. 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	PCA WEST INC. 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	PEI HOLDINGS COMPANY LLC 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

	 	PACTIV EVERGREEN GROUP ISSUER
    INC.  
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	PACTIV EVERGREEN GROUP ISSUER
    llc 
	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	REYNOLDS
    PACKAGING INTERNATIONAL LLC

	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 

	 	PACTIV
    EVERGREEN services INC.

	 	 
	 	 
	 	by
	 	 	 
	 	 	Name:Chandra Mitchell 
	 	 	Title:Vice President,
    General Counsel and Secretary 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

	 	CREDIT
    SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative
    Agent

    

	 	 
	 	 
	 	by
	 	 	 
	 	 	Name: Lingzi Huang 
	 	 	Title:   Authorized Signatory 
	 	 
	 	by
	 	 	 
	 	 	Name:  Dan Kogan 
	 	 	Title:    Authorized Signatory 



 



    [Signature Page to Specified Refinancing and Incremental Amendment]


     


    

SCHEDULE I


  


 


Tranche B-3
U.S. Term Lenders


 


	Tranche B-3 U.S. Term Lenders	Tranche
    B-3 Term Loan Commitments
	Credit
    Suisse AG, Cayman Islands Branch	$1,015,000,000
	TOTAL	$1,015,000,000



 



     


     


    

SCHEDULE II


 


Post-Effectiveness
Matters


 


Holdings shall
deliver, or cause to be delivered, within 180 days after the Effective Date (or such later date as the Administrative Agent in its sole,
but reasonable, discretion may permit), with respect to (i) each Mortgage encumbering a Mortgaged Property located in the United States
of America, and to the extent reasonably requested by the Administrative Agent (x) an amendment, amendment and restatement, or supplement
thereto (each, a “Mortgage Amendment”), setting forth such changes as are reasonably necessary to reflect the
lien securing the Bank Obligations under the Amended Credit Agreement, including the Tranche B-3 U.S. Term Loans and the New Revolving
Credit Commitments and the extensions of credit thereunder, and to further grant, preserve, protect, confirm and perfect the first-priority
lien and security interest thereby created and perfected, (y) opinions by local counsel reasonably acceptable to the Administrative Agent
regarding the enforceability of each such Mortgage Amendment and (z) a date-down and mortgage modification endorsement to each policy
of title insurance insuring the interest of the mortgagee or beneficiary, as the case may be, with respect to such Mortgages, in each
case in substantially the same form as those Mortgage Amendments and local counsel opinions delivered to the Administrative Agent in
connection with Amendment No. 13, except for those changes necessary to reflect the 2021 Transactions, and each of the foregoing being
in all respects reasonably acceptable to the Administrative Agent and (ii) with respect to each Mortgaged Property not currently subject
to a Mortgage, such Mortgages, legal opinions regarding the enforceability of each such Mortgage, title insurance policies and other
instruments, certificates, documents and agreements as may be reasonably requested by the Administrative Agent or any Collateral Agent,
all subject to and in compliance with Section 5.12 of the Amended Credit Agreement.


 




     


     


    

EXHIBIT A


 


 Form of Reaffirmation
Agreement


 


[To be attached]


 


 


 


 





     


     


    
EXECUTION
VERSION



 


REAFFIRMATION
AGREEMENT, dated as of September 24, 2021 (this “Agreement”), among (a) Pactiv Evergreen Inc. (formerly Reynolds Group
Holdings Limited) (“Holdings”), (b) Pactiv Evergreen Group Holdings Inc. (formerly Reynolds Group Holdings Inc.),
Pactiv LLC and Evergreen Packaging LLC (formerly Evergreen Packaging Inc.) (collectively, the “Borrowers”), (c) Pactiv
Evergreen Group Issuer LLC and Pactiv Evergreen Group Issuer Inc. (together, the “Issuers”), (d) the Grantors listed
on Schedule A hereto (the “Reaffirming Parties”), (e) Credit Suisse AG, Cayman Islands Branch, as administrative
agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (f) The Bank of
New York Mellon, as collateral agent (the “Collateral Agent”) under the First Lien Intercreditor Agreement (as defined
below) and under the 4.375% Senior Secured Notes Indenture and (g) Wilmington Trust, National Association., as trustee under the 4.000%
Senior Secured Notes Indenture (as defined below) (in such capacity, the “2020 Trustee”) and the 4.375% Senior Secured
Notes Indenture (as defined below) (in such capacity, the “2021 Trustee” and together with the 2020 Trustee, the “Trustees”
and each a “Trustee” ).


 


A.  
The Administrative Agent, The Bank of New York Mellon, as trustee under an indenture dated as of November 5, 2009, the Collateral
Agent and the Reaffirming Parties, among others, entered into the First Lien Intercreditor Agreement dated as of November 5, 2009, as
amended by Amendment No. 1 and that certain Joinder Agreement dated as of January 21, 2010 (the “First Lien Intercreditor Agreement”).
Capitalized terms used but not defined herein have the meanings assigned to such terms in the First Lien Intercreditor Agreement, the
Credit Agreement, or the Amendment (as defined below), as applicable.


 


B.   
Pursuant to the Specified Refinancing and Incremental Amendment (Amendment No. 14), dated as of the date hereof (the “Amendment”),
related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016, among Holdings, the Borrowers, the Guarantors
from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), the Borrowers have, on the date hereof, obtained Tranche
B-3 U.S. Term Loans (as defined in the Amendment) pursuant to the Amendment (the “2021 Term Loan Transactions”).


 


C.   
The Issuers, certain guarantors, the Collateral Agent and 2020Trustee, among others, entered into an Indenture dated as of October
1, 2020 (the “4.000% Senior Secured Notes Indenture”), pursuant to which the Issuers issued the 4.000% Senior Secured
Notes due 2027; and in connection with such issuance, 2020 Trustee became a party to the First Lien Intercreditor Agreement pursuant
to Section 5.02(c) thereof.


 


D.  
The Issuers, certain guarantors, the Collateral Agent and 2021Trustee, among others, have entered into an Indenture dated as of
the date hereof (the “4.375% Senior Secured Notes Indenture”), pursuant to which the Issuers issued the 4.375% Senior
Secured Notes due 2028 (the “4.375% Senior Secured Notes”); and in connection with such issuance, 2021


 




    1 


     


    

Trustee
became a party to the First Lien Intercreditor Agreement pursuant to Section 5.02(c) thereof.


 


In
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE
I


 


Reaffirmation


 


SECTION
1.01. Reaffirmation. (a) Each Reaffirming Party (i) agrees that, notwithstanding the issuance of the 4.375% Senior Secured Notes
and/or the effectiveness of the Amendment or consummation of the 2021 Term Loan Transactions, each of the Security Documents (as each
may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth or otherwise referenced
on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full
force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges
and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges
that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force
and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (x) the “Secured Obligations”
as defined in the 4.375% Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and
pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”) and (y) any additional Bank Obligations
arising as a result of the 2021 Term Loan Transactions, which shall, from and after the date hereof, be considered “Credit Agreement
Obligations” under the First Lien Intercreditor Agreement.


 


(b)
Each Reaffirming Party hereby (i) ratifies and affirms the Amendment and the 2021 Term Loan Transactions, (ii) agrees that, notwithstanding
the effectiveness of the Amendment, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force
and effect, (iii) confirms its guarantee of the Bank Obligations (with respect to itself) as provided in the Loan Documents (including
any limitations expressly set forth therein as may be amended and/or modified from time to time) and (iv) acknowledges that such guarantee
(including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement
mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of the Bank
Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations arising as a result of
the 2021 Term Loan Transactions.


 


(c)
Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party,
(i) the “Secured Obligations” (as defined in the 4.375% Senior Secured Notes Indenture) and all additional Bank Obligations
arising as a result of the 2021 Term Loan Transactions constitute (A) “Obligations” and “Secured Liabilities”
and (B) are secured by the “Collateral” described in each such Reaffirmed Security Document and (ii) no further filings or
recording need to be made, or other action need to be taken, by such Reaffirming Party in order to maintain the perfection of the security
interest created by the Reaffirmed Security Documents.


 




    2 


     


    

ARTICLE
II


 


Representations and Warranties


 


SECTION
2.01. Organization; Powers. Each Reaffirming Party hereby represents and warrants as of the date hereof that such Reaffirming
Party (a) is duly organized, validly existing and in good standing (or where applicable the equivalent status in any foreign jurisdiction)
under the laws of the jurisdiction of its organization, except where the failure to be in good standing could not reasonably be expected
to result in a Material Adverse Effect and (b) has the power and authority to execute, deliver and perform its obligations under
this Agreement.


 


SECTION
2.02. Authorization. Each Reaffirming Party hereby represents and warrants as of the date hereof that the entry by such Reaffirming
Party into this Agreement has been duly authorized by all requisite corporate and/or partnership and, if required, stockholder, works
council and partner action.


 


SECTION
2.03. Enforceability. Each Reaffirming Party hereby represents and warrants as of the date hereof that this Agreement has been
duly executed and delivered by such Reaffirming Party and, subject to the Legal Reservations, constitutes a legal, valid and binding
obligation of such Reaffirming Party enforceable against such Reaffirming Party in accordance with its terms.


 


SECTION
2.04. Grantors. Holdings hereby represents and warrants as of the date hereof that the Reaffirming Parties hereto constitute all
of the Grantors under the Credit Agreement and the First Lien Intercreditor Agreement existing immediately prior to the date hereof.


 


ARTICLE
III


 


Miscellaneous


 


SECTION
3.01. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First
Lien Intercreditor Agreement, as supplemented by the Joinder Agreement dated as of the date hereof (the “2021 Joinder”),
and as provided in Section 7 of the 2021 Joinder.


 


SECTION 3.02. Loan
Document and Note Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and a Note Document pursuant
to the 4.000% Senior Secured Notes Indenture and the 4.375% Senior Secured Notes Indenture and shall be construed, administered and applied
in accordance with the terms of the Credit Agreement, the 4.000% Senior Secured Notes Indenture and the 4.375% Senior Secured Notes Indenture,
as applicable.


 


SECTION
3.03. Effectiveness. This Agreement shall become effective on the date when copies hereof, which when taken together bear the
signatures of each Reaffirming Party, the Collateral Agent, the Administrative Agent and the Trustees, shall have been received by the
Collateral Agent, the Administrative Agent and the Trustees. This Agreement may not be amended


 




    3 


     


    

nor
may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.


 


SECTION
3.04. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under any Credit Document
or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein shall be construed as a substitution
or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force
and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other
discharge of Holdings, any Borrower, any Issuer or any other Grantor under any Credit Document from any of its obligations and liabilities
thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.


 


SECTION
3.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION
3.06. No Other Supplement; Confirmation. Except as expressly set forth herein, this Agreement shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under any Credit Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any
Credit Document, all of which shall continue in full force and effect.


 


SECTION
3.07. Rights of the Collateral Agent. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections,
immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Reaffirmed Security Documents and the First
Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.


 


SECTION
3.08. Rights of the Trustees. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as
2020 Trustee under the 4.000% Senior Secured Notes Indenture and as 2021 Trustee under the 4.375% Senior Secured Notes Indenture and
not in its individual or corporate capacity. In acting hereunder, 2020 Trustee shall have of the rights, privileges and immunities of
the Trustee set forth in the 4.000% Senior Secured Notes Indenture and the other Note Documents (as defined in the 4.000% Senior Secured
Notes Indenture) and the 2021 Trustee shall have all of the rights, privileges and immunities of the Trustee set forth in the 4.375%
Senior Secured Notes Indenture and the other Note Documents (as defined in the 4.375% Senior Secured Notes Indenture), whether or not
expressly set forth herein.


 


SECTION
3.09. Post-Effective Matters. Within the time periods set forth in Schedule C or such later date as may be agreed by the
Administrative Agent in its sole discretion, the Loan Parties identified on Schedule C shall enter into, subject to the Agreed
Security Principles, all agreements and do all things required to be entered into and done by them as set forth in Schedule C,
with each such required agreement to be in form and substance reasonably satisfactory to the Administrative Agent.


 




    4 


     


    

SECTION
3.10. Counterparts. This Agreement may be executed by manual, facsimile or electronic signature (provided that any electronic
signature is a true representation of the signer’s actual signature) in counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and the same instrument. Delivery by telecopier or other
electronic imaging means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf)
or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment,
extension or renewal of this Agreement. Each of the parties to this Agreement represents and warrants to the other parties that it has
the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in
that party's constitutive documents.


 


[remainder of
page left intentionally blank; the signature page is next page]


 




    5 


     


    

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.


 


	 	each of the reaffirming parties 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Chandra Mitchell
	 	 	Name:	Chandra Mitchell
	 	 	Title:	Vice President, Secretary, Assistant Secretary or General Counsel
	 	 	 	 
	 	 	 	 


[SIGNATURE PAGE
TO THE REAFFIRMATION AGREEMENT]


 




     


     


    

	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
	 	 	 	 
	 	 	 	 
	 	by	 	 
	 	 	/s/ Lingzi Huang
	 	 	Name:	Lingzi Huang
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	by	 	 
	 	 	/s/ Dan Kogan
	 	 	Name:	Dan Kogan
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	 	 


[SIGNATURE PAGE
TO THE REAFFIRMATION AGREEMENT]


 




     


     


    

	 	the bank of new york mellon, in
    its capacity as Collateral Agent,
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:	Francine Kincaid
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 


[SIGNATURE PAGE
TO THE REAFFIRMATION AGREEMENT]


 




     


     


    

	 	WILMINGTON TRUST, National ASSOCIATION, 
	 	in its capacity as 2020 Trustee and 2021 Trustee,
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Quinton M. DePompolo
	 	 	Name:	Quinton M. DePompolo
	 	 	Title:	Banking Officer
	 	 	 	 
	 	 	 	 


[SIGNATURE PAGE
TO THE REAFFIRMATION AGREEMENT]


 




     


     


    

SCHEDULE A


TO REAFFIRMATION
AGREEMENT


 


List of the Reaffirming
Parties


 


	JURISDICTION	ENTITY
	UNITED
    STATES	Blue Ridge Holding
    LLC

    

    Blue Ridge Paper Products
LLC

BRPP, LLC 

    Closure Solutions EMEA
    Holdings LLC

    

    Evergreen Packaging LLC 

    Evergreen Packaging International
    LLC

    

    GEC
Packaging Technologies LLC 

    Pactiv
    Europe Services LLC

    

    Pactiv
Evergreen Inc. 

    Pactiv LLC

    

    Pactiv Management Company
LLC 

    Pactiv Packaging Inc.

    

    PCA
West Inc. 

    PEI
    Holdings Company LLC

    

    Pactiv Evergreen Group
Holdings Inc. 

    Pactiv Evergreen Group
    Issuer Inc.

    

    Pactiv
Evergreen Group Issuer LLC 

    Reynolds
    Packaging International LLC

    

    Pactiv
    Evergreen Services Inc.

     

     

     

     

     





     


     


    

SCHEDULE B


TO REAFFIRMATION
AGREEMENT


 


List of the Reaffirmed
Security Documents


Collateral Agent:
The Bank of New York Mellon


 


	JURISDICTION

     
	DOCUMENTS

     

	UNITED
    STATES	U.S.
    Collateral Agreement, dated as of November 5, 2009, as amended, restated, amended and restated, supplemented or modified from time
    to time, among Pactiv Evergreen Inc. (formerly Reynolds Group Holdings Limited), Pactiv Evergreen Group Holdings Inc (formerly Reynolds
    Group Holdings Inc.), Pactiv Evergreen Group Issuer LLC (formerly Reynolds Group Issuer LLC), Pactiv Evergreen Group Issuer Inc (formerly
    Reynolds Group Issuer Inc.), each Subsidiary of Holdings (as defined therein) from time to time party thereto and The Bank of New
    York Mellon, as Collateral Agent.

     

    Any
    Patent, Copyright or Trademark Agreement in effect on the date hereof with respect to any U.S. Grantor listed in Schedule A hereto.

    





     


     


    

SCHEDULE C


 


TO REAFFIRMATION
AGREEMENT


 


Post-Effectiveness
Matters


 


Holdings shall
deliver, or cause to be delivered, to The Bank of New York Mellon, in its capacity as Collateral Agent, within 180 days after the Effective
Date (or such later date as the Administrative Agent in its sole, but reasonable, discretion may permit), with respect to each Mortgage
encumbering a Mortgaged Property located in the United States of America, and to the extent reasonably requested by the Administrative
Agent (A) an amendment, amendment and restatement, or supplement thereto (each, a “Mortgage Amendment”), setting forth
such changes as are reasonably necessary to reflect the lien securing (1) the Bank Obligations under the Credit Agreement, including
the Tranche B-3 U.S. Term Loans and (2) the Secured Obligations under the 4.375% Senior Secured Notes Indenture, and, in each case, to
further grant, preserve, protect, confirm and perfect the first-priority lien and security interest thereby created and perfected, (B)
opinions by local counsel reasonably acceptable to the Administrative Agent regarding the enforceability of each such Mortgage Amendment
and (C) a date-down and mortgage modification endorsement to each policy of title insurance insuring the interest of the mortgagee or
beneficiary, as the case may be, with respect to such Mortgages, in each case in substantially the same form as those Mortgage Amendments
and local counsel opinions delivered to the Administrative Agent in connection with that certain Specified Refinancing Amendment and
Amendment No. 13 dated as of October 1, 2020, except for those changes necessary to reflect the 2021 Term Loan Transactions and the issuance
of the 4.375% Senior Secured Notes, and each of the foregoing being in all respects reasonably acceptable to the Administrative Agent.