EXECUTION VERSION

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

W I T N E S S E T H :

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

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

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

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

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

i.Assumption of Obligations. In accordance with, and to the extent required by, Section 5.01(a)(ii) of the Senior Notes Indenture, (a) Reynolds Issuer NZ hereby expressly assumes all of the obligations of Reynolds Issuer Lux under the Senior Notes Indenture and (b) BP I NZ hereby expressly assumes all of the obligations of BP I Lux under the Senior Notes Indenture and the Senior Note Guarantee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If to any of the Issuers:

1900 West Field Court Lake Forest, IL 60045 Attention of Joseph E. Doyle

Group Legal Counsel
Fax: 847-482-4589 JDoyle@pactiv.com

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

The Bank of New York Mellon
101 Barclay Street 7-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
lesley.daley@bnymellon.com

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

(1)

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

REYNOLDS GROUP ISSUER LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS I LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

Canada

EVERGREEN PACKAGING CANADA LIMITED
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

PACTIV CANADA INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

REYNOLDS CONSUMER PRODUCTS CANADA INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

New Zealand

BEVERAGE PACKAGING HOLDINGS III LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

BEVERAGE PACKAGING HOLDINGS V LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

CLOSURE SYSTEMS INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

EVERGREEN PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

REYNOLDS PACKAGING INTERNATIONAL LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory

New Zealand

BEVERAGE PACKAGING (NEW ZEALAND) LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

REYNOLDS GROUP HOLDINGS LIMITED
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Authorised Signatory
and witnessed by
	Name:
	Address:
	Occupation:

United States

BAKER’S CHOICE PRODUCTS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

BCP/GRAHAM HOLDINGS L.L.C.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

BLUE RIDGE HOLDING CORP.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BRPP, LLC. BY: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

BLUE RIDGE PAPER PRODUCTS INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

United States

CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC
By:
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Vice President and Secretary

CLOSURE SYSTEMS MEXICO HOLDINGS LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

CSI MEXICO LLC
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

CSI SALES & TECHNICAL SERVICES INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

EVERGREEN PACKAGING INC.
By
	/s/ John C. Pekar
	Name: John C. Pekar
	Title: Secretary and Vice President

GEC PACKAGING TECHNOLOGIES LLC
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Secretary

GPC HOLDINGS LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GPC OPCO GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GPC SUB GP LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING ACQUISITION CORP.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING COMPANY INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

GRAHAM PACKAGING COMPANY, L.P.
By: GPC OPCO GP L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings L.L.C., its general partner
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX COMPANY
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

United States

GRAHAM PACKAGING PX HOLDING CORPORATION
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

GRAHAM PACKAGING PX, LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

PACTIV INTERNATIONAL HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

PACTIV MANAGEMENT COMPANY LLC
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

United States

PACTIV PACKAGING INC.
By
	/s/ Joseph E. Doyle
	Name: Joseph E. Doyle
	Title: Assistant Secretary

PCA WEST INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Vice President

RENPAC HOLDINGS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary and Vice President

REYNOLDS CONSUMER PRODUCTS LLC
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

United States

REYNOLDS GROUP HOLDINGS INC.
By:
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS MANUFACTURING, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

REYNOLDS PRESTO PRODUCTS INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary

REYNOLDS SERVICES INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Secretary

SOUTHERN PLASTICS, INC.
By
	/s/ Tracy Reeves
	Name: Tracy Reeves
	Title: Secretary and Vice President

United States

TRANS WESTERN POLYMERS, INC.
By
	/s/ Helen Dorothy Golding
	Name: Helen Dorothy Golding
	Title: Assistant Secretary and Vice President

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

By:/s/ Nancy R. Johnson

Name: Nancy R. Johnson

Title: Vice President