SEC Filing | Pactiv Evergreen Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to __________

Commission File Number: 001-39528

PACTIV EVERGREEN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

88-0927268

(State or Other Jurisdiction of 
Incorporation or Organization)

(I.R.S. Employer
Identification Number)

1900 W. Field Court

Lake Forest, Illinois 60045

(Address of principal executive offices) (Zip Code)

Telephone: (847) 482-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PTVE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☑	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant had 178,385,804 shares of common stock, $0.001 par value per share, outstanding as of July 26, 2023.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of (Loss) Income	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	40

FORWARD-LOOKING STATEMENTS

This report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, anticipated trends in our business and anticipated growth in the markets served by our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2022. You should specifically consider these numerous risks. These risks include, among others, those related to:

•

fluctuations in raw material, energy and freight costs;

•

labor shortages and increased labor costs;

•

failure to maintain satisfactory relationships with our major customers;

•

our dependence on suppliers of raw materials and any interruption to our supply of raw materials;

•

the macroeconomic environment globally and in North America, including higher rates of inflation and the risk of recession;

•

the restructuring of our Beverage Merchandising operations;

•

the impact of natural disasters, public health crises and catastrophic events outside of our control;

•

our ability to successfully complete acquisitions, divestitures, investments and other similar transactions that we pursue from time to time;

•

our ability to realize the benefits of our capital investment, acquisitions, restructuring and other cost savings programs;

•

our safety performance;

•

competition in the markets in which we operate;

•

changes in consumer lifestyle, eating habits, nutritional preferences and health-related, environmental and sustainability concerns;

•

the impact of our significant debt on our financial condition and ability to operate our business;

•

compliance with, and liabilities related to, applicable laws and regulations; and

•

the ownership of a majority of the voting power of our common stock by our parent company Packaging Finance Limited, which we refer to as PFL, an entity beneficially owned by Mr. Graeme Hart.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of (Loss) Income

(In millions, except per share amounts)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net revenues	$	1,426		$	1,640		$	2,857		$	3,135
Cost of sales		(1,342	)		(1,332	)		(2,658	)		(2,595	)
Gross profit		84			308			199			540
Selling, general and administrative expenses		(136	)		(148	)		(266	)		(290	)
Restructuring, asset impairment and other related charges		(32	)		(1	)		(105	)		(1	)
Other income, net		4			12			4			40
Operating (loss) income		(80	)		171			(168	)		289
Non-operating (expense) income, net		(3	)		(2	)		(4	)		8
Interest expense, net		(64	)		(50	)		(127	)		(99	)
(Loss) income before tax		(147	)		119			(299	)		198
Income tax benefit (expense)		8			(45	)		27			(81	)
Net (loss) income		(139	)		74			(272	)		117
Income attributable to non-controlling interests		—			(1	)		(1	)		(1	)
Net (loss) income attributable to Pactiv Evergreen Inc. common shareholders	$	(139	)	$	73		$	(273	)	$	116
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders
Basic	$	(0.78	)	$	0.41		$	(1.54	)	$	0.65
Diluted	$	(0.78	)	$	0.40		$	(1.54	)	$	0.65

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(In millions)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net (loss) income	$	(139	)	$	74		$	(272	)	$	117
Other comprehensive income (loss), net of income taxes:
Currency translation adjustments		10			(10	)		24			(6	)
Defined benefit plans		—			—			(1	)		(103	)
Interest rate derivatives		14			—			8			—
Other comprehensive income (loss)		24			(10	)		31			(109	)
Comprehensive (loss) income		(115	)		64			(241	)		8
Comprehensive income attributable to non-controlling interests		—			(1	)		(1	)		(1	)
Comprehensive (loss) income attributable to Pactiv Evergreen Inc. common shareholders	$	(115	)	$	63		$	(242	)	$	7

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

(Unaudited)


	As of June 30, 2023			As of December 31, 2022
Assets
Cash and cash equivalents	$	302		$	531
Accounts receivable, net of allowances of $3 and $3		468			448
Related party receivables		38			46
Inventories		927			1,062
Other current assets		114			126
Assets held for sale		—			6
Total current assets		1,849			2,219
Property, plant and equipment, net		1,488			1,773
Operating lease right-of-use assets, net		268			262
Goodwill		1,815			1,815
Intangible assets, net		1,034			1,064
Other noncurrent assets		176			173
Total assets	$	6,630		$	7,306
Liabilities
Accounts payable	$	352		$	388
Related party payables		8			6
Current portion of long-term debt		18			31
Current portion of operating lease liabilities		62			65
Income taxes payable		3			6
Accrued and other current liabilities		402			415
Liabilities held for sale		—			3
Total current liabilities		845			914
Long-term debt		3,822			4,105
Long-term operating lease liabilities		220			209
Deferred income taxes		255			319
Long-term employee benefit obligations		59			60
Other noncurrent liabilities		144			146
Total liabilities	$	5,345		$	5,753
Commitments and contingencies (Note 12)
Equity
Common stock, $0.001 par value; 2,000,000,000 shares authorized; 178,385,804 and 177,926,081 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	$	—		$	—
Preferred stock, $0.001 par value; 200,000,000 shares authorized; no shares issued or outstanding		—			—
Additional paid in capital		660			647
Accumulated other comprehensive loss		(71	)		(102	)
Retained earnings		693			1,003
Total equity attributable to Pactiv Evergreen Inc. common shareholders		1,282			1,548
Non-controlling interests		3			5
Total equity		1,285			1,553
Total liabilities and equity	$	6,630		$	7,306

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Equity

(In millions, except per share amounts)

(Unaudited)


								Accumulated
					Additional			Other						Non-
	Common Stock				Paid in			Comprehensive			Retained			Controlling			Total
	Shares		Amount		Capital			Loss			Earnings			Interests			Equity
For the Three Months Ended June 30, 2022
Balance as of March 31, 2022		177.7	$	—	$	628		$	(198	)	$	783		$	4		$	1,217
Net income		—		—		—			—			73			1			74
Other comprehensive loss, net of income taxes		—		—		—			(10	)		—			—			(10	)
Equity based compensation		—		—		6			—			—			—			6
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(18	)		—			(18	)
Balance as of June 30, 2022		177.7	$	—	$	634		$	(208	)	$	838		$	5		$	1,269

For the Three Months Ended June 30, 2023
Balance as of March 31, 2023		178.3	$	—	$	650		$	(95	)	$	851		$	4		$	1,410
Net loss		—		—		—			—			(139	)		—			(139	)
Other comprehensive income, net of income taxes		—		—		—			24			—			—			24
Equity based compensation		—		—		10			—			—			—			10
Vesting of restricted stock units, net of tax withholdings		0.1		—		—			—			—			—			—
Dividends declared - common shareholders ($0.10 per share)		—		—		—			—			(19	)		—			(19	)
Dividends declared - non-controlling shareholders		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285

For the Six Months Ended June 30, 2022
Balance as of December 31, 2021		177.3	$	—	$	625		$	(99	)	$	758		$	4		$	1,288
Net income		—		—		—			—			116			1			117
Other comprehensive loss, net of income taxes		—		—		—			(109	)		—			—			(109	)
Equity based compensation		—		—		10			—			—			—			10
Vesting of restricted stock units, net of tax withholdings		0.4		—		(1	)		—			—			—			(1	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(36	)		—			(36	)
Balance as of June 30, 2022		177.7	$	—	$	634		$	(208	)	$	838		$	5		$	1,269

For the Six Months Ended June 30, 2023
Balance as of December 31, 2022		177.9	$	—	$	647		$	(102	)	$	1,003		$	5		$	1,553
Net (loss) income		—		—		—			—			(273	)		1			(272	)
Other comprehensive income, net of income taxes		—		—		—			31			—			—			31
Equity based compensation		—		—		15			—			—			—			15
Vesting of restricted stock units, net of tax withholdings		0.5		—		(2	)		—			—			—			(2	)
Dividends declared - common shareholders ($0.20 per share)		—		—		—			—			(37	)		—			(37	)
Dividends declared - non-controlling shareholders		—		—		—			—			—			(2	)		(2	)
Disposal of subsidiary		—		—		—			—			—			(1	)		(1	)
Balance as of June 30, 2023		178.4	$	—	$	660		$	(71	)	$	693		$	3		$	1,285

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	For the Six Months Ended June 30,
	2023			2022
Operating Activities:
Net (loss) income	$	(272	)	$	117
Adjustments to reconcile net (loss) income to operating cash flows:
Depreciation and amortization		433			170
Deferred income taxes		(67	)		45
Unrealized losses (gains) on derivatives		1			(6	)
Restructuring related non-cash charges (net of reversals)		41			—
Loss (gain) on sale of businesses and noncurrent assets		1			(27	)
Non-cash portion of employee benefit obligations		4			(7	)
Non-cash portion of operating lease expense		40			41
Equity based compensation		15			10
Other non-cash items, net		1			13
Change in assets and liabilities:
Accounts receivable, net		(7	)		(54	)
Inventories		108			(269	)
Accounts payable		(27	)		127
Operating lease payments		(41	)		(40	)
Accrued and other current liabilities		(18	)		58
Other assets and liabilities		3			(12	)
Net cash provided by operating activities		215			166
Investing Activities:
Acquisition of property, plant and equipment		(116	)		(114	)
Disposal of businesses and joint venture equity interests, net of cash disposed		1			47
Other investing activities		1			(2	)
Net cash used in investing activities		(114	)		(69	)
Financing Activities:
Long-term debt repayments		(294	)		(11	)
Dividends paid to common shareholders		(36	)		(36	)
Other financing activities		(7	)		(6	)
Net cash used in financing activities		(337	)		(53	)
Effect of exchange rate changes on cash and cash equivalents		5			(3	)
(Decrease) increase in cash and cash equivalents		(231	)		41
Cash and cash equivalents, including amounts classified as held for sale, as of beginning of the period		533			214
Cash and cash equivalents as of end of the period	$	302		$	255
Cash and cash equivalents are comprised of:
Cash and cash equivalents	$	302		$	246
Cash and cash equivalents classified as assets held for sale		—			9
Cash and cash equivalents as of end of the period	$	302		$	255
Cash paid:
Interest	$	135		$	98
Income taxes paid, net		31			35

Significant non-cash investing and financing activities

During the six months ended June 30, 2023 and 2022, we recognized operating lease right-of-use assets and lease liabilities of $39 million and $25 million, respectively.

See accompanying notes to the condensed consolidated financial statements.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 1. Nature of Operations and Basis of Presentation

The accompanying condensed consolidated financial statements comprise the accounts of Pactiv Evergreen Inc. (“PTVE”) and its subsidiaries (“we”, “us”, “our” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 7, 2023. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Although our current estimates contemplate current conditions and how we expect them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations, balance sheet and cash flows. Among other effects, such changes could result in future impairments of goodwill, intangibles and long-lived assets, and adjustments to reserves for employee benefits and income taxes. The estimated recoverable amounts associated with asset impairments represent Level 3 measurements in the fair value hierarchy, which include inputs that are not based on observable market data.

Recent Accounting Pronouncements

We reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our condensed consolidated financial statements.

Note 2. Dispositions

Beverage Merchandising Asia

On January 4, 2022, we entered into a definitive agreement with SIG Schweizerische Industrie-Gesellschaft GmbH to sell our carton packaging and filling machinery businesses in China, Korea and Taiwan (“Beverage Merchandising Asia”) included in the Food and Beverage Merchandising segment. The transaction closed on August 2, 2022, and we received proceeds of $336 million. The operations of Beverage Merchandising Asia did not meet the criteria to be presented as discontinued operations. Income from operations before income taxes for Beverage Merchandising Asia for the three and six months ended June 30, 2022 was $6 million and $11 million, respectively.

Closures Businesses

During 2022, we committed to a plan to sell our remaining closures businesses included in the Other operating segment. We completed the sale of a substantial portion of these businesses on October 31, 2022, and the remaining operations on March 1, 2023, all for an immaterial amount. We recognized a partial reversal of the initial impairment charge of $1 million during the six months ended June 30, 2023 which was reflected in restructuring, asset impairment and other related charges. The operations of the remaining closures businesses did not meet the criteria to be presented as discontinued operations. The remaining closures businesses’ income from operations before income taxes for the six months ended June 30, 2023 and 2022 was immaterial.

Naturepak Beverage

On March 29, 2022, we completed the sale of our equity interests in Naturepak Beverage Packaging Co. Ltd. (“Naturepak Beverage”), our 50% joint venture with Naturepak Limited, to affiliates of Elopak ASA. We received proceeds of $47 million and recognized a gain on the sale of our equity interests of $27 million during the six months ended June 30, 2022 which was reflected in other income, net. Our interests in Naturepak Beverage did not meet the criteria to be presented as discontinued operations. The income from operations before income taxes from our equity interests in Naturepak Beverage for the six months ended June 30, 2022 was immaterial.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 3. Restructuring, Asset Impairment and Other Related Charges

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. The Beverage Merchandising Restructuring includes, among other things:

•

Closure of our Canton, North Carolina mill, including the cessation of mill operations, during the second quarter of 2023;

•

Closure of our Olmsted Falls, Ohio converting facility and concurrent reallocation of production to our remaining converting facilities during the second quarter of 2023; and

•

Reorganizing our operating and reporting structure to achieve increased efficiencies and related cost savings.

The Beverage Merchandising Restructuring resulted in a workforce reduction of approximately 1,300 employees. We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process.

As a result of the Beverage Merchandising Restructuring, we incurred charges during the three and six months ended June 30, 2023, and we estimate we will incur further charges in future periods, as follows:


	For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023		Total Expected Charges(1)
Non-cash:
Accelerated property, plant and equipment depreciation	$	177	$	267	$	280
Other non-cash charges(2)		10		43	45 - 50
Total non-cash charges		187		310	325 - 330
Cash:
Severance, termination and related costs		7		39		45
Exit, disposal and other transition costs(3)		22		54	85 - 115
Total cash charges		29		93	130 - 160
Total Beverage Merchandising Restructuring charges	$	216	$	403	$ 455 - 490

(1)

We expect to incur these charges primarily during 2023. These estimates are provisional and include significant management judgments and assumptions that could change materially as we execute our plans. Actual results may differ from these estimates, and the execution of our plan could result in additional restructuring charges or impairments not reflected above.

(2)

Other non-cash charges include the write-down of certain spare parts classified as inventories on our condensed consolidated balance sheet, the write-off of scrapped raw materials and certain construction in-progress balances and accelerated amortization expense for certain operating lease right-of-use assets.

(3)

Exit, disposal and other transition costs are primarily related to equipment decommissioning and dismantlement, transition labor associated with the facility closures and management restructuring, site remediation, contract terminations, system conversion and other related costs.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The Beverage Merchandising Restructuring charges and other restructuring and asset impairment charges (net of reversals) were classified on our condensed consolidated statements of (loss) income as follows by segment:


	Food and Beverage Merchandising		Other		Total
For the Three Months Ended June 30, 2023
Cost of sales	$	182	$	—	$	182
Selling, general and administrative expenses		3		—		3
Restructuring, asset impairment and other related charges		29		3		32
Total	$	214	$	3	$	217

For the Six Months Ended June 30, 2023
Cost of sales	$	294	$	—	$	294
Selling, general and administrative expenses		4		—		4
Restructuring, asset impairment and other related charges		98		7		105
Total	$	396	$	7	$	403

During the three and six months ended June 30, 2022, we recorded $1 million of other restructuring charges within the Food and Beverage Merchandising segment, which were reflected within restructuring, asset impairment and other related charges.

The following table summarizes the changes to our restructuring liability related to the Beverage Merchandising Restructuring during the six months ended June 30, 2023:


	December 31, 2022		Charges to Earnings		Cash Paid			June 30, 2023
Severance, termination and related costs	$	—	$	39	$	(22	)	$	17
Exit, disposal and other transition costs		—		54		(21	)		33
Total(1)	$	—	$	93	$	(43	)	$	50

(1)

Included $44 million classified within accrued and other current liabilities and $6 million classified within other non-current liabilities as of June 30, 2023.

Note 4. Inventories

The components of inventories consisted of the following:


	As of June 30, 2023		As of December 31, 2022
Raw materials	$	236	$	260
Work in progress		96		101
Finished goods		502		596
Spare parts		93		105
Inventories	$	927	$	1,062

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 5. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following:


	As of June 30, 2023			As of December 31, 2022
Land and land improvements	$	73		$	72
Buildings and building improvements		677			661
Machinery and equipment		3,579			3,485
Construction in progress		176			189
Property, plant and equipment, at cost		4,505			4,407
Less: accumulated depreciation		(3,017	)		(2,634	)
Property, plant and equipment, net	$	1,488		$	1,773

Depreciation expense related to property, plant and equipment was recognized in the following components in the condensed consolidated statements of (loss) income:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Cost of sales	$	234	$	65	$	386	$	128
Selling, general and administrative expenses		10		6		17		12
Total depreciation expense(1)	$	244	$	71	$	403	$	140

(1)

For the three and six months ended June 30, 2023, total depreciation expense included $177 million and $267 million, respectively, of accelerated depreciation expense related to the Beverage Merchandising Restructuring, substantially all of which was included in cost of sales. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Note 6. Goodwill and Intangible Assets

Goodwill by reportable segment was as follows:


	Foodservice			Food and Beverage Merchandising		Total
As of December 31, 2022	$	993		$	822	$	1,815
Reclassified due to segment composition change		(35	)		35		—
As of June 30, 2023	$	958		$	857	$	1,815

In the second quarter of 2023, in conjunction with the Beverage Merchandising Restructuring, we implemented a new operating and reporting structure resulting in the combination of our legacy Food Merchandising and Beverage Merchandising segments, creating our Food and Beverage Merchandising segment. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details. We also reorganized the management of certain product lines from our Foodservice segment to our Food and Beverage Merchandising segment. Refer to Note 18, Segment Information, for additional details. The change in the management of certain product lines resulted in a $35 million reclassification of goodwill between the segments based on the estimated relative fair value of the product lines compared to the estimated fair value of the Foodservice reporting unit. We have reflected these changes in our segments in the table above.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Intangible assets, net consisted of the following:


	As of June 30, 2023							As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Finite-lived intangible assets
Customer relationships	$	1,062	$	(669	)	$	393	$	1,060	$	(639	)	$	421
Trademarks		42		(14	)		28		42		(12	)		30
Other		7		(7	)		—		7		(7	)		—
Total finite-lived intangible assets	$	1,111	$	(690	)	$	421	$	1,109	$	(658	)	$	451
Indefinite-lived intangible assets
Trademarks	$	554	$	—		$	554	$	554	$	—		$	554
Other		59		—			59		59		—			59
Total indefinite-lived intangible assets	$	613	$	—		$	613	$	613	$	—		$	613
Total intangible assets	$	1,724	$	(690	)	$	1,034	$	1,722	$	(658	)	$	1,064

Amortization expense for intangible assets of $15 million and $30 million for each of the three and six months ended June 30, 2023 and 2022, respectively, was recognized in selling, general and administrative expenses.

Note 7. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	As of June 30, 2023		As of December 31, 2022
Rebates and credits	$	114	$	108
Personnel costs		90		160
Restructuring costs(1)		44		—
Interest		17		17
Other(2)		137		130
Accrued and other current liabilities	$	402	$	415

(1)

Restructuring costs relate to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Other included items such as freight, utilities and property and other non-income related taxes.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 8. Debt

Debt consisted of the following:


	As of			As of
	June 30,			December 31,
	2023			2022
Credit Agreement	$	1,933		$	2,227
Notes:
4.000% Senior Secured Notes due 2027		1,000			1,000
4.375% Senior Secured Notes due 2028		500			500
Pactiv Debentures:
7.950% Debentures due 2025		217			217
8.375% Debentures due 2027		167			167
Other		45			49
Total principal amount of borrowings		3,862			4,160
Deferred debt issuance costs (“DIC”)		(13	)		(14	)
Original issue discounts, net of premiums (“OID”)		(9	)		(10	)
		3,840			4,136
Less: current portion		(18	)		(31	)
Long-term debt	$	3,822		$	4,105

We were in compliance with all debt covenants during the six months ended June 30, 2023 and the year ended December 31, 2022.

Credit Agreement

PTVE and certain of its U.S. subsidiaries are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). As of June 30, 2023, the Credit Agreement comprised the following term and revolving tranches:


	Maturity Date	Value Drawn or Utilized as of June 30, 2023		Applicable Interest Rate as of June 30, 2023
Term Tranches
U.S. term loans Tranche B-2	February 5, 2026	$	935	SOFR (floor of 0.000%) + 3.250%
U.S. term loans Tranche B-3	September 24, 2028	$	998	SOFR (floor of 0.500%) + 3.250%
Revolving Tranche(1)
U.S. Revolving Loans	August 5, 2024	$	50		—

(1)

The Revolving Tranche represents a $250 million facility. The amount utilized is in the form of letters of credit.

During the first quarter of 2023, we repaid $110 million of our U.S. term loans Tranche B-2. The repayment was first applied to the remaining U.S term loans Tranche B-2 quarterly amortization payments, thereby eliminating all remaining quarterly amortization payments for the U.S term loans Tranche B-2, with the residual balance applied to the outstanding principal balance due at maturity. During the second quarter of 2023, we repaid a further $180 million of our U.S. term loans Tranche B-2.

On April 17, 2023, we amended the Credit Agreement, replacing the LIBOR-based reference rate with a Secured Overnight Financing Rate (“SOFR”) based reference rate, effective for interest payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the Credit Agreement remain unchanged, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

On July 26, 2023, we further amended the Credit Agreement to extend the maturity date on our $250 million Revolving Tranche facility from August 5, 2024 to August 5, 2025. There were no other material changes to the terms of the Credit Agreement as a result of this amendment.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 and B-3 for the six months ended June 30, 2023 and 2022 were 8.02%, 8.05%, 3.74% and 4.15%, respectively. Including the impact of interest rate swap agreements, which were entered into in the fourth quarter of 2022, the weighted average rate on our U.S. term loans was 7.71% for the six months ended June 30, 2023. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Refer to Note 9, Financial Instruments, for additional details regarding the interest rate swap agreements.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement to the extent permitted by law. The borrowers and the guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the holders of the Notes.

Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25% of the principal amount of our U.S. term loans Tranche B-3. Additionally, we are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2022.

The Credit Agreement contains customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the Credit Agreement.

Notes

As of June 30, 2023, our outstanding Notes were as follows:


	Maturity Date	Interest Payment Dates
4.000% Senior Secured Notes due 2027	October 15, 2027	April 15 and October 15
4.375% Senior Secured Notes due 2028	October 15, 2028	April 15 and October 15

The effective interest rates of our debt obligations under the Notes are not materially different from the contractual interest rates.

PTVE and certain of its U.S. subsidiaries have guaranteed on a senior basis the obligations under the Notes (as defined below) to the extent permitted by law. The issuers and the guarantors have granted security over substantially all of their assets to support the obligations under the Notes. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement.

The respective indentures governing the 4.000% Senior Secured Notes due 2027 (“4.000% Notes”) and the 4.375% Senior Secured Notes due 2028 (together with the 4.000% Notes, the “Notes”) contain customary covenants which restrict us from certain activities including, among others, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the respective indentures governing the Notes.

Under the respective indentures governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indentures. Under the respective indentures governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium.

Pactiv Debentures

As of June 30, 2023, our outstanding debentures (together, the “Pactiv Debentures”) were as follows:


	Maturity Date	Interest Payment Dates
7.950% Debentures due 2025	December 15, 2025	June 15 and December 15
8.375% Debentures due 2027	April 15, 2027	April 15 and October 15

The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The Pactiv Debentures are not guaranteed and are unsecured.

The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “principal manufacturing properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such principal manufacturing property and (ii) sell and then take an immediate lease back of such principal manufacturing property.

The 8.375% Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption.

Other borrowings

Other borrowings represented finance lease obligations of $45 million and $49 million as of June 30, 2023 and December 31, 2022, respectively.

Scheduled maturities

Below is a schedule of required future repayments on our debt outstanding as of June 30, 2023:



2023	$	9
2024		17
2025		233
2026		951
2027		1,183
Thereafter		1,469
Total principal amount of borrowings	$	3,862

Fair value of our long-term debt

The fair value of our long-term debt as of June 30, 2023 and December 31, 2022 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding:


	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Agreement	$	1,923	$	1,931	$	2,217	$	2,206
Notes:
4.000% Senior Secured Notes due 2027		994		894		993		890
4.375% Senior Secured Notes due 2028		496		438		496		447
Pactiv Debentures:
7.950% Debentures due 2025		216		220		215		210
8.375% Debentures due 2027		166		170		166		162
Other		45		45		49		49
Total	$	3,840	$	3,698	$	4,136	$	3,964

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Interest expense, net

Interest expense, net consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Interest expense:
Credit Agreement	$	43		$	23		$	86		$	44
Notes		16			16			31			31
Pactiv Debentures		8			9			16			19
Interest income		(3	)		(1	)		(7	)		(1	)
Amortization of DIC and OID		1			1			2			2
Realized derivative gains		(2	)		—			(3	)		—
Net foreign currency exchange losses		—			—			—			1
Other		1			2			2			3
Interest expense, net	$	64		$	50		$	127		$	99

Note 9. Financial Instruments

We had the following derivative instruments recorded at fair value in our condensed consolidated balance sheets:


	As of June 30, 2023					As of December 31, 2022
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Commodity swap contracts	$	—	$	(6	)	$	—	$	(5	)
Interest rate derivatives		13		(3	)		8		(9	)
Total fair value	$	13	$	(9	)	$	8	$	(14	)
Classification:
Other current assets	$	11	$	—		$	7	$	—
Other noncurrent assets		2		—			1		—
Accrued and other current liabilities		—		(4	)		—		(3	)
Other noncurrent liabilities		—		(5	)		—		(11	)
Total fair value	$	13	$	(9	)	$	8	$	(14	)

Our derivatives are comprised of commodity and interest rate swaps. All derivatives represent Level 2 financial assets and liabilities. Our derivatives are valued using an income approach based on the observable market index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices and interest rates. Our calculation of the fair value of these financial instruments takes into consideration the risk of non-performance, including counterparty credit risk. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with our derivatives by limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.

During the fourth quarter of 2022, we entered into derivative financial instruments with several large financial institutions which swapped the LIBO rate for a weighted average fixed rate of 4.120% for an aggregate notional amount of $1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans. These instruments are classified as cash flow hedges and mature in October 2025. In April 2023, we amended our interest rate swap agreements to replace the interest rate benchmark from LIBOR to SOFR, effective for swap payments for the period commencing April 28, 2023. Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, including the weighted average fixed rate of 4.120%, and our election to use certain practical expedients under Accounting Standards Codification Topic 848: Reference Rate Reform resulted in no material impacts on our condensed consolidated financial statements.

During the three and six months ended June 30, 2023 and 2022, we recognized an unrealized gain of $1 million, an unrealized loss of $1 million, an unrealized gain of $1 million and an unrealized gain of $6 million, respectively, in cost of sales, for our commodity swap contracts.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

During the three and six months ended June 30, 2023, we recognized realized gains of $2 million and $3 million, respectively, within interest expense, net and unrealized gains of $21 million and $14 million, respectively, within other comprehensive income (loss) for our interest rate derivatives. At June 30, 2023, we expected to reclassify $8 million of gains, net of tax, from AOCL to earnings over the next twelve months. The actual amount that will be reclassified to future earnings may vary from this amount as a result of changes in market conditions.

The following table provides the detail of outstanding commodity derivative contracts as of June 30, 2023:


Type	Unit of Measure	Contracted Volume		Contracted Price Range	Contracted Date of Maturity
Natural gas swaps	Million BTU		4,190,109	$3.94 - $5.37	August 2023 - Dec 2025

Note 10. Employee Benefits

Net periodic benefit (expense) income for our defined benefit pension plans and other post-employment benefit plans consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Service cost	$	(1	)	$	(1	)	$	(1	)	$	(1	)
Interest cost		(12	)		(16	)		(25	)		(37	)
Expected return on plan assets		9			14			20			35
Amortization of actuarial gains		—			—			1			—
Ongoing net periodic benefit cost		(4	)		(3	)		(5	)		(3	)
Income due to settlements(1)		—			—			—			10
Total net periodic benefit (expense) income	$	(4	)	$	(3	)	$	(5	)	$	7

(1)

Refer to the Pension Partial Settlement Transaction section below for additional details.

Net periodic benefit (expense) income for defined benefit pension plans and other post-employment benefit plans was recognized as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Cost of sales	$	(1	)	$	(1	)	$	(1	)	$	(1	)
Non-operating (expense) income, net		(3	)		(2	)		(4	)		8
Total net periodic benefit (expense) income	$	(4	)	$	(3	)	$	(5	)	$	7

Contributions to the Pension Plan for Pactiv Evergreen (“PPPE”) during the year ending December 31, 2023 are expected to be less than $1 million.

Pension Partial Settlement Transaction

On February 24, 2022 using PPPE assets, we purchased a non-participating group annuity contract from an insurance company and transferred $1,257 million of the PPPE’s projected benefit obligations. The insurance company has assumed responsibility for pension benefits and annuity administration. The transaction resulted in the recognition of a $10 million non-cash settlement gain in the six months ended June 30, 2022.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 11. Other Income, Net

Other income, net consisted of the following:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
(Loss) gain on sale of businesses and noncurrent assets	$	(1	)	$	—		$	(1	)	$	27
Gain on legal settlement(1)		—			15			—			15
Other		5			(3	)		5			(2	)
Other income, net	$	4		$	12		$	4		$	40

(1)

Reflects a gain, net of costs, arising from the settlement of a historical legal action.

Note 12. Commitments and Contingencies

We are from time to time party to litigation, legal proceedings and tax examinations arising from our operations. Most of these matters involve allegations of damages against us relating to employment matters, personal injury and commercial or contractual disputes. We are also involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. We record estimates for claims and proceedings that constitute a present obligation when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of such obligation can be made. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our balance sheet, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our balance sheet, results of operations or cash flows in a future period. Except for amounts provided, there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.

Indemnities

As part of the agreements for the sale of various businesses, we have provided certain warranties and indemnities to the respective purchasers as set out in the respective sale agreements. These warranties and indemnities are subject to various terms and conditions affecting the duration and total amount of the indemnities. Any claims pursuant to these warranties and indemnities, if successful, could have a material effect on our balance sheet, results of operations or cash flows.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 13. Accumulated Other Comprehensive Loss

The following table summarizes the changes in our balances of each component of accumulated other comprehensive loss (“AOCL”):


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Currency translation adjustments:
Balance as of beginning of period	$	(175	)	$	(203	)	$	(189	)	$	(207	)
Currency translation adjustments		10			(10	)		24			(6	)
Other comprehensive income (loss)		10			(10	)		24			(6	)
Balance as of end of period	$	(165	)	$	(213	)	$	(165	)	$	(213	)
Defined benefit plans:
Balance as of beginning of period	$	87		$	5		$	88		$	108
Net actuarial loss arising during year(1)		—			—			—			(126	)
Deferred tax benefit on net actuarial loss		—			—			—			31
Gain reclassified from AOCL:
Amortization of experience gains		—			—			(1	)		—
Defined benefit plan settlement gain		—			—			—			(10	)
Deferred tax expense on reclassification		—			—			—			2
Other comprehensive loss		—			—			(1	)		(103	)
Balance as of end of period	$	87		$	5		$	87		$	5
Interest rate derivatives:
Balance as of beginning of period	$	(7	)	$	—		$	(1	)	$	—
Net derivative gain		21			—			14			—
Deferred tax expense on net derivative gain		(6	)		—			(4	)		—
Gain reclassified from AOCL		(2	)		—			(3	)		—
Deferred tax expense on reclassification		1			—			1			—
Other comprehensive income		14			—			8			—
Balance as of end of period	$	7		$	—		$	7		$	—
AOCL
Balance as of beginning of period	$	(95	)	$	(198	)	$	(102	)	$	(99	)
Other comprehensive income (loss)		24			(10	)		31			(109	)
Balance as of end of period	$	(71	)	$	(208	)	$	(71	)	$	(208	)

(1)

Net actuarial loss arising during the six months ended June 30, 2022 relates to the interim measurement of the PPPE due to the pension partial settlement transaction and was primarily due to asset returns, partially offset by an increase in the discount rate utilized in measuring plan obligations, reflecting changes in market rates. Refer to Note 10, Employee Benefits, for additional details.

Note 14. Income Taxes

The effective tax rates for the three and six months ended June 30, 2023 and 2022 represent our estimate of the annual effective tax rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events which are recorded in the period that they occur.

During the three months ended June 30, 2023, we recognized a tax benefit of $8 million on loss before tax of $147 million. The effective tax rate was driven primarily by the inability to recognize a tax benefit on all interest expense. During the six months ended June 30, 2023, we recognized a tax benefit of $27 million on loss before tax of $299 million. The effective tax rate was driven primarily by the inability to recognize a tax benefit on all interest expense.

During the three months ended June 30, 2022, we recognized a tax expense of $45 million on income from continuing operations before tax of $119 million. The effective tax rate was driven primarily by the mix of income taxed at varying rates among the jurisdictions in which we operate and an inability to recognize a tax benefit on all interest expense. During the six months ended June 30, 2022, we recognized a tax expense of $81 million on income from continuing

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

operations before tax of $198 million. The effective tax rate was driven primarily by a $14 million discrete expense from the sale of our equity interests in Naturepak Beverage, as well as the mix of income taxed at varying rates among the jurisdictions in which we operate and an inability to recognize a tax benefit on all interest expense.

We are under audit by the Internal Revenue Service (“IRS”) and other taxing authorities. The IRS is currently auditing our U.S. income tax returns for 2016-2017. As of June 30, 2023, we have not received any proposed adjustments from taxing authorities that would be material. Although the ultimate timing is uncertain, it is reasonably possible that a reduction of up to $9 million of unrecognized tax benefits could occur within the next twelve months due to changes in audit status, settlements of tax assessments and other events.

Note 15. Related Party Transactions

As of June 30, 2023, approximately 77% of our shares were owned by PFL.

Transactions with our related parties are detailed below. All of our related parties are commonly controlled by Mr. Graeme Hart, our controlling shareholder, except for our joint ventures.


	Income (expense) for the						Income (expense) for the
	Three Months Ended June 30,						Six Months Ended June 30,						Balance Outstanding as of
	2023			2022			2023			2022			June 30, 2023			December 31, 2022
Joint ventures
Included in other current assets													$	3		$	3
Sale of goods and services(1)	$	2		$	3		$	4		$	10
Other common controlled entities
Related party receivables(2)														38			46
Sale of goods and services(2)		93			106			199			206
Transition services agreements and rental income(2)		—			—			1			1
Charges(3)		4			3			4			3
Related party payables(2)														(8	)		(6	)
Purchase of goods(2)		(10	)		(21	)		(37	)		(48	)
Charges(3)		(4	)		(3	)		(7	)		(6	)

(1)

All transactions with joint ventures are settled in cash. Sales of goods and services are negotiated based on market rates. All amounts are unsecured, non-interest bearing and settled on normal trade terms.

(2)

We sell and purchase various goods and services with Reynolds Consumer Products Inc. (“RCPI”) under contractual arrangements that expire over a variety of periods through December 31, 2027. During the first quarter of 2023, we amended these contractual arrangements with RCPI, which, among other things, extended the expiration date for certain arrangements and included price adjustments for certain goods we sold to and purchased from RCPI in the current and prior periods. The price adjustments resulted in $22 million of incremental net revenues and $9 million of incremental costs of goods sold recognized during the six months ended June 30, 2023.

We also lease a portion of two facilities to RCPI and are party to an information technology services agreement with RCPI. We do not trade with Graham Packaging Company Inc. (“GPCI”) on an ongoing basis. We also are party to a transition services agreement with GPCI.

(3)

These charges are for various costs incurred including services provided under a transition services agreement, an insurance sharing agreement and an investment advisory agreement with Rank Group Limited (“Rank”). All amounts are unsecured, non-interest bearing and settled on normal trade terms.

Note 16. Equity Based Compensation

We established the Pactiv Evergreen Inc. Equity Incentive Plan (the “Equity Incentive Plan”) for purposes of granting stock or other equity based compensation awards to our employees (including our senior management), directors, consultants and advisors. As of June 30, 2023, the maximum number of shares of common stock available for issuance under our Equity Incentive Plan was 915,130 shares.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Equity based compensation costs were $10 million, $15 million, $6 million and $10 million for the three and six months ended June 30, 2023 and 2022, respectively, substantially all of which was recognized in selling, general and administrative expenses.

Restricted Stock Units

During the six months ended June 30, 2023, we granted restricted stock units (“RSUs”) to certain members of management and certain members of our Board of Directors. These RSUs require future service to be provided and vest in annual installments over a period ranging from one to three years beginning on the first anniversary of the grant date. During the vesting period, the RSUs carry dividend-equivalent rights, but the RSUs do not have voting rights. The RSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes RSU activity during 2023:


(In thousands, except per share amounts)	Number of RSUs			Weighted Average Grant Date Fair Value
Non-vested, at January 1		1,983		$	11.89
Granted(1)		1,699			9.68
Forfeited		(89	)		11.38
Vested		(583	)		12.82
Non-vested, at June 30		3,010		$	10.48

(1)

Includes 62 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported RSUs concurrently with the settlement of such RSUs for shares.

Unrecognized compensation cost related to unvested RSUs as of June 30, 2023 was $16 million, which is expected to be recognized over a weighted average period of 2.1 years. The total vest date fair value of shares that vested during the six months ended June 30, 2023 was $6 million.

Performance Share Units

During the six months ended June 30, 2023, we granted performance share units (“PSUs”) to certain members of management which vest on the third anniversary of the grant date. Based on the achievement of a company performance target during a performance period set by our Compensation Committee, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the number of PSUs multiplied by a factor between 0% and 200%. We use our stock price on the grant date to estimate the fair value of our PSUs. We adjust the expense based on the likelihood of future achievement of performance metrics. If any of the performance targets are not achieved, the awards are forfeited. During the vesting period, the PSUs carry dividend-equivalent rights, but the PSUs do not have voting rights. The PSUs and any related dividend-equivalent rights are forfeited in the event the holder is no longer an employee on the vesting date, unless the holder satisfies certain retirement-eligibility criteria. The following table summarizes PSU activity during 2023:


(In thousands, except per share amounts)	Number of PSUs			Weighted Average Grant Date Fair Value
Non-vested, at January 1		1,155		$	9.29
Granted(1)		1,658			9.55
Forfeited		(30	)		9.57
Non-vested, at June 30		2,783		$	9.44

(1)

Includes 106 thousand shares reserved for issuance upon the settlement of dividend-equivalent rights carried by the reported PSUs concurrently with the settlement of such PSUs for shares.

Unrecognized compensation cost related to unvested PSUs as of June 30, 2023 was $23 million, which is expected to be recognized over a weighted average period of 2.2 years.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Note 17. Earnings Per Share

(Loss) earnings per share, including a reconciliation of the number of shares used for our (loss) earnings per share calculation, was as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Numerator
Net (loss) earnings attributable to common shareholders	$	(139	)	$	73		$	(273	)	$	116
Less: dividend-equivalents declared for equity based awards		(1	)		(1	)		(2	)		(1	)
Net (loss) earnings available to common shareholders	$	(140	)	$	72		$	(275	)	$	115
Denominator
Weighted average number of shares outstanding - basic		178.5			177.7			178.4			177.7
Effect of dilutive securities		—			0.6			—			0.5
Weighted average number of shares outstanding - diluted		178.5			178.3			178.4			178.2
(Loss) earnings per share attributable to Pactiv Evergreen Inc. common shareholders
Basic	$	(0.78	)	$	0.41		$	(1.54	)	$	0.65
Diluted	$	(0.78	)	$	0.40		$	(1.54	)	$	0.65

The weighted average number of anti-dilutive potential common shares excluded from the calculation above was 0.6 million shares, 0.7 million shares, 0.4 million shares and 0.7 million shares for the three and six months ended June 30, 2023 and 2022, respectively.

On August 1, 2023, our Board of Directors declared a dividend of $0.10 per share to be paid on September 15, 2023 to shareholders of record as of August 31, 2023.

Note 18. Segment Information

As of the end of the second quarter of 2023, we analyze the results of our business through our Foodservice and Food and Beverage Merchandising segments. All prior periods have been recast to reflect the current reportable segment structure and the change in the management of certain product lines. These reportable segments reflect our operating structure and the manner in which our Chief Operating Decision Maker (“CODM”), who is our President and Chief Executive Officer, assesses information for decision-making purposes. The key factors used to identify these reportable segments are the organization of our internal operations and the nature of our products. This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions. Our reportable segments are described as follows:

Foodservice - Manufactures a broad range of products that enable consumers to eat and drink where they want and when they want with convenience. Foodservice manufactures food containers, drinkware (hot and cold cups and lids), tableware, serviceware and other products which make eating on-the-go more enjoyable and easy to do.

Food and Beverage Merchandising - Manufactures products that protect and attractively display food and beverages while preserving freshness. Food and Beverage Merchandising products include cartons for fresh refrigerated beverage products, primarily serving dairy (including plant-based, organic and specialties), juice and other specialty beverage end-markets, clear rigid-display containers, containers for prepared and ready-to-eat food, trays for meat and poultry and egg cartons. It also produces fiber-based liquid packaging board for its

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

internal requirements and to sell to other fresh beverage carton manufacturers. Prior to June 2023, it also produced a range of paper-based products which it sold to paper and packaging converters.

Other/Unallocated - In addition to our reportable segments, we had other operating segments that did not meet the threshold for presentation as a reportable segment. These operating segments comprised the remaining components of our former closures business, which generated revenue from the sale of caps and closures, and are presented as “Other.” As of March 31, 2023, we had disposed of all of the remaining components of our former closures business. Unallocated includes corporate costs, primarily relating to general and administrative functions such as finance, tax and legal and the effects of the PPPE.

Information by Segment

We present reportable segment Adjusted EBITDA as this is the financial measure by which management and our CODM allocate resources and analyze the performance of our reportable segments.

A segment’s Adjusted EBITDA represents its earnings before interest, tax, depreciation and amortization and is further adjusted to exclude certain items, including but not limited to, restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, operational process engineering-related consultancy costs, business acquisition and integration costs and purchase accounting adjustments, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.


	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
For the Three Months Ended June 30, 2023
Net revenues	$	656	$	770	$	1,426
Intersegment revenues		—		35		35
Total reportable segment net revenues		656		805		1,461
Adjusted EBITDA		128		109		237

For the Three Months Ended June 30, 2022
Net revenues	$	749	$	864	$	1,613
Intersegment revenues		—		42		42
Total reportable segment net revenues		749		906		1,655
Adjusted EBITDA		161		111		272

For the Six Months Ended June 30, 2023
Net revenues	$	1,270	$	1,585	$	2,855
Intersegment revenues		—		70		70
Total reportable segment net revenues		1,270		1,655		2,925
Adjusted EBITDA		234		210		444

For the Six Months Ended June 30, 2022
Net revenues	$	1,402	$	1,684	$	3,086
Intersegment revenues		—		73		73
Total reportable segment net revenues		1,402		1,757		3,159
Adjusted EBITDA		271		201		472

Reportable segment assets consisted of the following:


	Foodservice		Food and Beverage Merchandising		Reportable Segment Total
As of June 30, 2023	$	1,332	$	1,537	$	2,869
As of December 31, 2022		1,385		1,884		3,269

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

The following table presents a reconciliation of reportable segment Adjusted EBITDA to consolidated (loss) income before income taxes:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Reportable segment Adjusted EBITDA	$	237		$	272		$	444		$	472
Other		—			2			—			2
Unallocated		(20	)		(25	)		(38	)		(43	)
		217			249			406			431
Adjustments to reconcile to (loss) income before income taxes
Interest expense, net		(64	)		(50	)		(127	)		(99	)
Depreciation and amortization (excluding restructuring-related charges)		(82	)		(86	)		(166	)		(170	)
Beverage Merchandising Restructuring charges		(216	)		—			(403	)		—
Other restructuring and asset impairment charges (reversals)		(1	)		(1	)		—			(1	)
(Loss) gain on sale of businesses and noncurrent assets		(1	)		—			(1	)		27
Non-cash pension (expense) income		(3	)		(2	)		(4	)		8
Operational process engineering-related consultancy costs		—			(1	)		—			(4	)
Business integration costs		—			(2	)		—			(6	)
Unrealized gains (losses) on commodity derivatives		1			1			(1	)		6
Foreign exchange gains (losses) on cash		2			—			(2	)		(2	)
Executive transition charges		—			(2	)		—			(2	)
Gains (losses) on legal settlements		—			15			(1	)		15
Costs associated with legacy facility		—			(3	)		—			(6	)
Other		—			1			—			1
(Loss) income before tax	$	(147	)	$	119		$	(299	)	$	198

The following table presents a reconciliation of reportable segment assets to consolidated assets:


	As of June 30, 2023		As of December 31, 2022
Reportable segment assets(1)	$	2,869	$	3,269
Unallocated(2)		3,761		4,037
Total assets	$	6,630	$	7,306

(1)

Reportable segment assets represent trade receivables, inventory and property, plant and equipment.

(2)

Unallocated is comprised of cash and cash equivalents, other current assets, assets held for sale, entity-wide property, plant and equipment, operating lease right-of-use assets, goodwill, intangible assets, related party receivables and other noncurrent assets.

Pactiv Evergreen Inc.

Notes to the Condensed Consolidated Financial Statements

(In millions, except per share data and unless otherwise indicated)

(Unaudited)

Information in Relation to Products

Net revenues by product line are as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Foodservice
Drinkware	$	304		$	348		$	568		$	612
Containers		238			275			467			542
Tableware		68			73			143			138
Serviceware and other		46			53			92			110
Food and Beverage Merchandising
Cartons for fresh beverage products		182			230			377			447
Bakery/snack/produce/fruit containers		139			152			266			287
Liquid packaging board		121			121			249			236
Meat trays		109			91			215			175
Tableware		103			111			206			213
Paper products		27			69			74			140
Prepared food trays		36			40			72			82
Egg cartons		32			29			70			57
Other		56			63			126			120
Reportable segment net revenues		1,461			1,655			2,925			3,159
Other / Unallocated
Other		—			27			2			49
Intersegment eliminations		(35	)		(42	)		(70	)		(73	)
Net revenues	$	1,426		$	1,640		$	2,857		$	3,135

For all product lines, there is a relatively short time period between the receipt of the order and the transfer of control over the goods to the customer.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our discussion and analysis is intended to help the reader understand our results of operations and financial condition and is provided as an addition to, and should be read in connection with, our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

Our Company

We are a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. We produce a broad range of on-trend and feature-rich products that protect, package and display food and beverages for today’s consumers. Our products include containers, drinkware (such as hot and cold cups and lids), cartons for fresh refrigerated beverage products, tableware, meat and poultry trays, liquid packaging board, serviceware, prepared food trays and egg cartons. Our products, many of which are made with recycled, recyclable or renewable materials, are sold to a diversified mix of customers, including restaurants, foodservice distributors, retailers, food and beverage producers, packers and processors.

Change in Segments

We provided certain unaudited recast financial information for the years ended December 31, 2022 and 2021, the four quarters of the year ended December 31, 2022 and the three months ended March 31, 2023 in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 2, 2023.

Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, and Note 18, Segment Information, for additional details.

Business Environment

During the first half of 2023, we experienced a continued moderation in consumer demand for certain of our products, primarily driven by sustained high levels of inflation and general macroeconomic uncertainty. While we have not seen a material economic contraction to-date, these pressures may continue to impact consumer demand and thus our customers’ purchasing decisions and order patterns throughout the remainder of 2023.

Our input costs have largely stabilized and have begun to moderate in certain circumstances as compared to recent periods. Our pricing strategy continues to provide us with flexibility to effectively manage our margins through cost recovery mechanisms and strategic competitive pricing. In this dynamic environment, we remain focused on servicing our customers and improving manufacturing productivity across our business.

During the second quarter of 2023, we ceased operations at our Canton, North Carolina mill and our converting facility in Olmsted Falls, Ohio, and production from the Olmsted Falls facility was reallocated to other sites. We expect these actions will allow us to solidify our leadership position in large, growing end markets while prioritizing our distinctive core strengths.

Elevated interest rates and the resulting volatility within the capital markets over the last year have created uncertainty with respect to the economic outlook. If economic conditions were to deteriorate, a further decline in consumer spending may result, which could lead to a meaningful decline in demand for our products in the remainder of 2023 and beyond.

Recent Developments and Items Impacting Comparability

Beverage Merchandising Restructuring

On March 6, 2023, we announced the Beverage Merchandising Restructuring, a plan approved by our Board of Directors to take significant restructuring actions related to our Beverage Merchandising operations. We expect these actions to increase our production efficiency, streamline our management structure and reduce our ongoing capital expenditures and overhead costs.

We expect that the Beverage Merchandising Restructuring will enable us to maintain our strong position in the liquid packaging market by increasing our overall productivity over time and optimizing our manufacturing footprint. It also resulted in our exit from the uncoated freesheet paper market.

We also continue to explore strategic alternatives for our Pine Bluff, Arkansas mill and our Waynesville, North Carolina facility. We have not set a timetable in relation to this process.

The operations impacted by the Beverage Merchandising Restructuring did not qualify for presentation as discontinued operations.

Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Dispositions

On January 4, 2022, we entered into a definitive agreement with SIG Schweizerische Industrie-Gesellschaft GmbH to sell Beverage Merchandising Asia. The transaction closed on August 2, 2022, and we received proceeds of $336 million.

On March 29, 2022, we completed the sale of our equity interests in Naturepak Beverage, our 50% joint venture with Naturepak Limited, to affiliates of Elopak ASA. We received proceeds of $47 million and recognized a gain on the sale of our equity interests of $27 million during the six months ended June 30, 2022.

None of these dispositions qualify for presentation as discontinued operations.

Pension Partial Settlement Transactions

On September 20, 2022 and February 24, 2022, using PPPE assets, we purchased non-participating group annuity contracts from insurance companies and transferred a portion of the PPPE’s projected benefit obligations. In each instance, the respective insurance companies have assumed responsibility for pension benefits and annuity administration. The following table provides details regarding each transaction:


		(In millions)
Transaction Date	Reporting Period	Assets Transferred		Projected Benefit Obligations Transferred		Settlement Gain Recognized		Number of Participants Impacted
September 20, 2022	Q3 2022	$	629	$	656	$	47		10,200
February 24, 2022	Q1 2022		1,260		1,257		10		13,300

Non-GAAP Measures – Adjusted EBITDA

In addition to financial measures determined in accordance with GAAP, we make use of the non-GAAP financial measure Adjusted EBITDA to evaluate and manage our business and to plan and make near-term and long-term operating and strategic decisions.

Adjusted EBITDA is defined as net (loss) income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and further adjusted to exclude certain items, including but not limited to restructuring, asset impairment and other related charges, gains or losses on the sale of businesses and noncurrent assets, non-cash pension income or expense, operational process engineering-related consultancy costs, business acquisition and integration costs and purchase accounting adjustments, unrealized gains or losses on derivatives, foreign exchange gains or losses on cash and gains or losses on certain legal settlements.

We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, make strategic decisions and incentivize and reward our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. We also believe that using Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the items noted above. In addition, our chief operating decision maker, who is our President and Chief Executive Officer, uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider it alongside other financial performance

measures, including our net (loss) income and other GAAP results. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments made in deriving Adjusted EBITDA, and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these expenses or any unusual or non-recurring items. The following is a reconciliation of our net (loss) income, the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(In millions)	2023			2022			2023			2022
Net (loss) income (GAAP)	$	(139	)	$	74		$	(272	)	$	117
Income tax (benefit) expense		(8	)		45			(27	)		81
Interest expense, net		64			50			127			99
Depreciation and amortization (excluding restructuring-related charges)		82			86			166			170
Beverage Merchandising Restructuring charges(1)		216			—			403			—
Other restructuring and asset impairment charges (reversals)(2)		1			1			—			1
Loss (gain) on sale of businesses and noncurrent assets(3)		1			—			1			(27	)
Non-cash pension expense (income)(4)		3			2			4			(8	)
Operational process engineering-related consultancy costs(5)		—			1			—			4
Business integration costs(6)		—			2			—			6
Unrealized (gains) losses on commodity derivatives		(1	)		(1	)		1			(6	)
Foreign exchange (gains) losses on cash		(2	)		—			2			2
Executive transition charges(7)		—			2			—			2
(Gains) losses on legal settlements(8)		—			(15	)		1			(15	)
Costs associated with legacy facility(9)		—			3			—			6
Other		—			(1	)		—			(1	)
Adjusted EBITDA (Non-GAAP)	$	217		$	249		$	406		$	431

(1)

Reflects charges related to the Beverage Merchandising Restructuring, including $177 million and $267 million of accelerated depreciation expense during the three and six months ended June 30, 2023, respectively. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(2)

Reflects other restructuring and asset impairment charges (reversals) not related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

(3)

Reflects the loss (gain) from the sale of businesses and noncurrent assets, primarily the sale of our equity interests in Naturepak Beverage in 2022. Refer to Note 2, Dispositions, for additional details.

(4)

Reflects the non-cash pension expense (income) related to our employee benefit plans, including the pension settlement gain of $10 million recognized during the six months ended June 30, 2022. Refer to Note 10, Employee Benefits, for additional details.

(5)

Reflects the costs incurred to evaluate and improve the efficiencies of our manufacturing and distribution operations.

(6)

Reflects integration costs related to Fabri-Kal.

(7)

Reflects charges relating to key executive retirement and separation agreements.

(8)

Reflects (gains) losses, net of costs, arising from the settlement of certain historical legal actions.

(9)

Reflects costs related to a closed facility that was sold prior to our acquisition of the entity.

Results of Operations

Three Months Ended June 30, 2023 and 2022

Consolidated Results


	For the Three Months Ended June 30,
(In millions, except for %)	2023			% of Revenue			2022			% of Revenue			Change			% Change
Net revenues	$	1,426			100	%	$	1,640			100	%	$	(214	)		(13	)%
Cost of sales		(1,342	)		(94	)%		(1,332	)		(81	)%		(10	)		(1	)%
Gross profit		84			6	%		308			19	%		(224	)		(73	)%
Selling, general and administrative expenses		(136	)		(10	)%		(148	)		(9	)%		12			8	%
Restructuring, asset impairment and other related charges		(32	)		(2	)%		(1	)		—	%		(31	)	NM
Other income, net		4			—	%		12			1	%		(8	)		67	%
Operating (loss) income		(80	)		(6	)%		171			10	%		(251	)	NM
Non-operating expense, net		(3	)		—	%		(2	)		—	%		(1	)		(50	)%
Interest expense, net		(64	)		(4	)%		(50	)		(3	)%		(14	)		(28	)%
(Loss) income before tax		(147	)		(10	)%		119			7	%		(266	)	NM
Income tax benefit (expense)		8			1	%		(45	)		(3	)%		53		NM
Net (loss) income	$	(139	)		(10	)%	$	74			5	%	$	(213	)	NM
Adjusted EBITDA(1)	$	217			15	%	$	249			15	%	$	(32	)		(13	)%

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net (loss) income and Adjusted EBITDA.

NM indicates that the calculation is “not meaningful”.

Components of Change in Reportable Segment Net Revenues


	Price/Mix			Volume			Dispositions / Mill Closure			FX			Total
Net revenues		—	%		(6	)%		(7	)%		—	%		(13	)%
By reportable segment:
Foodservice		(6	)%		(6	)%		—	%		—	%		(12	)%
Food and Beverage Merchandising		4	%		(7	)%		(9	)%		1	%		(11	)%

Net Revenues. Net revenues for the three months ended June 30, 2023 decreased by $214 million, or 13%, to $1,426 million compared to the prior year period. The decrease was primarily due to lower sales volume, the closure of our Canton, North Carolina mill operations during the second quarter of 2023 and the disposition of Beverage Merchandising Asia on August 2, 2022. Lower sales volume was largely due to a focus on value over volume and the market softening amid inflationary pressures.

Cost of Sales. Cost of sales for the three months ended June 30, 2023 increased by $10 million, or 1%, to $1,342 million compared to the prior year period. The increase was primarily due to $182 million of charges related to the Beverage Merchandising Restructuring as well as higher manufacturing costs. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details of the Beverage Merchandising Restructuring. These increases were partially offset by lower sales volume, lower material costs, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended June 30, 2023 decreased by $12 million, or 8%, to $136 million compared to the prior year period. The decrease was primarily due to lower employee-related costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the three months ended June 30, 2023 comprised $32 million of charges, substantially all of which related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. Other income, net for the three months ended June 30, 2022 decreased by $8 million to $4 million compared to the prior period. The decrease was due to a gain of $15 million, net of costs, related to the settlement of a historical legal action included in the prior period.

Non-operating Expense, Net. Non-operating expense, net, for the three months ended June 30, 2023 increased by $1 million to $3 million compared to the prior year period. Refer to Note 10, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the three months ended June 30, 2023 increased by $14 million, or 28%, to $64 million, compared to the prior year period. The increase was mostly due to an increase in the interest rate on our floating rate term loans. Refer to Note 8, Debt, for additional details.

Income Tax Benefit (Expense). During the three months ended June 30, 2023, we recognized a tax benefit of $8 million on a loss before tax of $147 million, compared to tax expense of $45 million on income before tax of $119 million for the prior year period. The effective tax rate during the current year period was driven primarily by the inability to recognize a tax benefit on all interest expense. The effective tax rate during the prior year period was primarily attributable to our overall projected earnings subject to taxation at varying rates in the jurisdictions in which we operate and limitations on the ability to recognize a tax benefit on all interest expense.

Adjusted EBITDA. Adjusted EBITDA for the three months ended June 30, 2023 decreased by $32 million, or 13%, to $217 million compared to the prior year period. The decrease was primarily attributable to lower sales volume and higher manufacturing costs as well as the impact of the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations, partially offset by lower transportation costs.

Segment Information

Foodservice


	For the Three Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	656		$	749		$	(93	)		(12	)%
Segment Adjusted EBITDA	$	128		$	161		$	(33	)		(20	)%
Segment Adjusted EBITDA margin		20	%		21	%

Total Segment Net Revenues. Foodservice total segment net revenues for the three months ended June 30, 2023 decreased by $93 million, or 12%, to $656 million compared to the prior year period. The decrease was due to lower sales volume and unfavorable pricing largely due to a continued focus on value over volume and the contractual pass-through of lower material costs.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the three months ended June 30, 2023 decreased by $33 million, or 20%, to $128 million compared to the prior year period. The decrease was primarily due to unfavorable pricing, net of costs passed through, lower sales volume and higher manufacturing costs, partially offset by lower transportation costs.

Food and Beverage Merchandising


	For the Three Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	805		$	906		$	(101	)		(11	)%
Segment Adjusted EBITDA	$	109		$	111		$	(2	)		(2	)%
Segment Adjusted EBITDA margin		14	%		12	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the three months ended June 30, 2023 decreased by $101 million, or 11%, to $805 million compared to the prior year period. The decrease was primarily due to lower sales volume, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia. Sales volume was lower mainly due to a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, driven by pricing actions taken to offset higher input costs.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the three months ended June 30, 2023 decreased by $2 million, or 2%, to $109 million compared to the prior year period. The decrease was primarily due to higher manufacturing costs, lower sales volume, the closure of our Canton, North Carolina mill operations and the disposition of Beverage Merchandising Asia. These decreases were partially offset by favorable pricing, net of material costs passed through, and lower transportation and employee-related costs.

Six Months Ended June 30, 2023 and 2022

Consolidated Results


	For the Six Months Ended June 30,
(In millions, except for %)	2023			% of Revenue			2022			% of Revenue			Change			% Change
Net revenues	$	2,857			100	%	$	3,135			100	%	$	(278	)		(9	)%
Cost of sales		(2,658	)		(93	)%		(2,595	)		(83	)%		(63	)		(2	)%
Gross profit		199			7	%		540			17	%		(341	)		(63	)%
Selling, general and administrative expenses		(266	)		(9	)%		(290	)		(9	)%		24			8	%
Restructuring, asset impairment and other related charges		(105	)		(4	)%		(1	)		—	%		(104	)	NM
Other income, net		4			—	%		40			1	%		(36	)		(90	)%
Operating (loss) income		(168	)		(6	)%		289			9	%		(457	)	NM
Non-operating (expense) income, net		(4	)		—	%		8			—	%		(12	)	NM
Interest expense, net		(127	)		(4	)%		(99	)		(3	)%		(28	)		(28	)%
(Loss) income before tax		(299	)		(10	)%		198			6	%		(497	)	NM
Income tax benefit (expense)		27			1	%		(81	)		(3	)%		108		NM
Net (loss) income	$	(272	)		(10	)%	$	117			4	%	$	(389	)	NM
Adjusted EBITDA(1)	$	406			14	%	$	431			14	%	$	(25	)		(6	)%

(1)

Adjusted EBITDA is a non-GAAP measure. For details, refer to Non-GAAP Measures - Adjusted EBITDA, including a reconciliation between net (loss) income and Adjusted EBITDA.

Components of Change in Reportable Segment Net Revenues


	Price/Mix			Volume			Dispositions / Mill Closure			Total
Net revenues		3	%		(7	)%		(5	)%		(9	)%
By reportable segment:
Foodservice		(3	)%		(6	)%		—	%		(9	)%
Food and Beverage Merchandising		8	%		(7	)%		(7	)%		(6	)%

Net Revenues. Net revenues for the six months ended June 30, 2023 decreased by $278 million, or 9%, to $2,857 million compared to the prior year period. The decrease was primarily due to lower sales volume, the disposition of Beverage Merchandising Asia on August 2, 2022, and the closure of our Canton, North Carolina mill operations during the second quarter of 2023. Lower sales volume was mainly due to a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, driven by pricing actions in our Food and Beverage Merchandising segment.

Cost of Sales. Cost of sales for the six months ended June 30, 2023 increased by $63 million, or 2%, to $2,658 million compared to the prior year period. The increase was primarily due to $294 million of charges related to the Beverage Merchandising Restructuring as well as higher manufacturing costs. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details of the Beverage Merchandising Restructuring. These increases were partially offset by lower sales volume, lower material costs, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six months ended June 30, 2023 decreased by $24 million, or 8%, to $266 million compared to the prior year period. The decrease was primarily due to lower employee-related costs.

Restructuring, Asset Impairment and Other Related Charges. Restructuring, asset impairment and other related charges for the six months ended June 30, 2023 comprised $105 million of charges, substantially all of which related to the Beverage Merchandising Restructuring. Refer to Note 3, Restructuring, Asset Impairment and Other Related Charges, for additional details.

Other Income, Net. Other income, net for the six months ended June 30, 2022 decreased by $36 million to $4 million compared to the prior period. The decrease was due to a gain of $27 million related to the sale of Naturepak Beverage and a gain of $15 million, net of costs, related to the settlement of a historical legal action included in the prior period.

Non-operating (Expense) Income, Net. Non-operating (expense) income, net, for the six months ended June 30, 2023 was $4 million of expense compared to $8 million of income for the six months ended June 30, 2022. The change was principally due to a $10 million pension settlement gain recognized in the prior year period. Refer to Note 10, Employee Benefits, for additional details.

Interest Expense, Net. Interest expense, net, for the six months ended June 30, 2023 increased by $28 million, or 28%, to $127 million, compared to the prior year period. The increase was primarily due to an increase in the interest rate on our floating rate term loans. Refer to Note 8, Debt, for additional details.

Income Tax Benefit (Expense). During the six months ended June 30, 2023, we recognized a tax benefit of $27 million on a loss before tax of $299 million, compared to tax expense of $81 million on income before tax of $198 million for the prior year period. The effective tax rate during the current year period was driven primarily by the inability to recognize a tax benefit on all interest expense. The effective tax rate during the prior year period was driven primarily by a $14 million discrete expense from the sale of our equity interests in Naturepak Beverage, as well as the mix of income taxed at varying rates among the jurisdictions in which we operate and the inability to recognize a tax benefit on all interest expense.

Adjusted EBITDA. Adjusted EBITDA for the six months ended June 30, 2023 decreased by $25 million, or 6%, to $406 million compared to the prior year period. The decrease reflects lower sales volume and higher manufacturing costs as well as the impact from the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations, partially offset by favorable pricing, net of material costs passed through, and lower transportation costs.

Segment Information

Foodservice


	For the Six Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	1,270		$	1,402		$	(132	)		(9	)%
Segment Adjusted EBITDA	$	234		$	271		$	(37	)		(14	)%
Segment Adjusted EBITDA margin		18	%		19	%

Total Segment Net Revenues. Foodservice total segment net revenues for the six months ended June 30, 2023 decreased by $132 million, or 9%, to $1,270 million compared to the prior year period. The decrease was mainly due to lower sales volume and unfavorable pricing due to a continued focus on value over volume and the contractual pass-through of lower material costs.

Adjusted EBITDA. Foodservice Adjusted EBITDA for the six months ended June 30, 2023 decreased by $37 million, or 14%, to $234 million compared to the prior year period. The decrease was primarily due to unfavorable pricing, net of costs passed through, higher manufacturing costs and lower sales volume, partially offset by lower transportation costs.

Food and Beverage Merchandising


	For the Six Months Ended June 30,
(In millions, except for %)	2023			2022			Change			% Change
Total segment net revenues	$	1,655		$	1,757		$	(102	)		(6	)%
Segment Adjusted EBITDA	$	210		$	201		$	9			4	%
Segment Adjusted EBITDA margin		13	%		11	%

Total Segment Net Revenues. Food and Beverage Merchandising total segment net revenues for the six months ended June 30, 2023 decreased by $102 million, or 6%, to $1,655 million compared to the prior year period. The decrease was primarily due to lower sales volume, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations. Lower sales volume was driven by a focus on value over volume and the market softening amid inflationary pressures. These decreases were partially offset by favorable pricing, due to pricing actions taken to offset higher input costs, including pricing benefit from the extension of key business, and the contractual pass-through of higher material costs.

Adjusted EBITDA. Food and Beverage Merchandising Adjusted EBITDA for the six months ended June 30, 2023 increased by $9 million, or 4%, to $210 million compared to the prior year period. The increase was primarily due to favorable pricing, net of material costs passed through, partially offset by higher manufacturing costs, lower sales volume, the disposition of Beverage Merchandising Asia and the closure of our Canton, North Carolina mill operations.

Liquidity and Capital Resources

We manage our capital structure in an effort to most effectively execute our strategic priorities and maximize shareholder value. We believe that we have sufficient liquidity to support our ongoing operations and to re-invest in our business to drive future growth. Our projected operating cash flows, cash on-hand and available capacity under our revolving credit facility are our primary sources of liquidity for the next 12 months. We expect our liquidity to fund capital expenditures, payments of interest and principal on our debt, cash-based restructuring charges and distributions to shareholders that require approval by our Board of Directors. Additionally, we may utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Cash flows

Our cash flows for the six months ended June 30, 2023 and 2022 were as follows:


	For the Six Months Ended June 30,
(In millions)	2023			2022
Net cash provided by operating activities	$	215		$	166
Net cash used in investing activities		(114	)		(69	)
Net cash used in financing activities		(337	)		(53	)
Effect of exchange rate on cash and cash equivalents		5			(3	)
Net (decrease) increase in cash and cash equivalents	$	(231	)	$	41

Net cash flows were an outflow of $231 million in the current year period compared to an inflow of $41 million in the prior year period primarily due to $290 million of early debt repayments during 2023 and proceeds received for the sale of Naturepak Beverage during the prior year, partially offset by higher net cash provided by operating activities. Net cash provided by operating activities increased primarily due to the strategic inventory build during the prior year that did not recur, partially offset by higher incentive compensation payments, cash payments made related to the Beverage Merchandising Restructuring and higher cash interest payments.

During the six months ended June 30, 2023, our primary source of cash was $215 million of net cash provided by operating activities. The net cash provided by operating activities reflects income from operations, partially offset by $135 million of cash interest payments and $31 million of cash taxes. Our primary uses of cash for the same period were $290 million of early debt repayments and repurchases, $116 million of capital expenditures and $36 million of dividends paid.

During the six months ended June 30, 2022, our primary sources of cash were $166 million of net cash provided by operating activities and $47 million of proceeds from the sale of Naturepak Beverage. The net cash provided by operating activities reflects income from operations, partially offset by $98 million of cash interest payments and $35 million of cash taxes. Our primary uses of cash for the same period were $114 million of capital expenditures and $36 million of dividends paid.

Dividends

During each of the three months ended June 30, 2023 and 2022, we paid cash dividends of $18 million. On August 1, 2023, our Board of Directors declared a dividend of $0.10 per share to be paid on September 15, 2023 to shareholders of record as of August 31, 2023.

Our Credit Agreement and Notes limit the ability to make dividend payments, subject to specified exceptions. Our Board of Directors must review and approve future dividend payments and will determine whether to declare additional dividends based on our operating performance, expected future cash flows, debt levels, liquidity needs and investment opportunities.

Financing and capital resources

As of June 30, 2023, we had $3,862 million of total principal amount of borrowings. Refer to Note 8, Debt, for additional details. Of our total debt, $1,933 million is subject to variable interest rates, representing borrowings drawn under our Credit Agreement.

On April 17, 2023, we amended the Credit Agreement, replacing the LIBOR-based reference rate with a SOFR-based reference rate, effective for interest payments for the period commencing April 28, 2023. As of June 30, 2023, the underlying one-month SOFR for amounts borrowed under our Credit Agreement was 5.22%.

During the six months ended June 30, 2023, we repaid an aggregate of $290 million of our U.S. term loans Tranche B-2.

During the fourth quarter of 2022, we entered into derivative financial instruments with large institutions that fixed the LIBO rate at a weighted average rate of 4.12% for an aggregate notional amount of $1,000 million to hedge a portion of the interest rate exposure resulting from our U.S. term loans and classified the instruments as cash flow hedges. Our cash flow hedge contracts mature in October 2025. During the second quarter of 2023, we amended our interest rate swap agreements, replacing the LIBOR-based reference rate with a SOFR-based reference rate, effective for swap payments for the period commencing April 28, 2023. The weighted average fixed rate of 4.12% for our interest rate swap agreements was unchanged as a result of these amendments.

Based on the one-month SOFR as of June 30, 2023, and including the impact of our interest rate swap agreements, our 2023 annual cash interest obligations on our borrowings are expected to be approximately $260 million.

Under the Credit Agreement, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Incremental senior secured indebtedness under the Credit Agreement and senior secured or unsecured notes in lieu thereof are permitted to be incurred up to an aggregate principal amount of $750 million subject to pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. In addition, we may incur senior secured indebtedness in an unlimited amount as long as our total secured leverage ratio does not exceed 4.50 to 1.00 on a pro forma basis, and (in the case of incremental senior secured indebtedness under the Credit Agreement only) we are in pro forma compliance with the Credit Agreement’s total secured leverage ratio covenant. The incurrence of unsecured indebtedness, including the issuance of senior notes, and unsecured subordinated indebtedness is also permitted (subject to the terms of the Credit Agreement) if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis.

Under the respective indentures governing the Notes, we may incur additional indebtedness either by satisfying certain incurrence tests or by incurring such additional indebtedness under certain specific categories of permitted debt. Indebtedness may be incurred under the incurrence tests if the fixed charge coverage ratio is at least 2.00 to 1.00 on a pro forma basis or the consolidated total leverage ratio is no greater than 5.50 to 1.00 and the liens securing first lien secured indebtedness do not exceed a 4.10 to 1.00 consolidated secured first lien leverage ratio.

We are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due for the year ended December 31, 2022.

Liquidity and working capital

Our liquidity position is summarized in the table below:


(In millions, except for current ratio)	As of June 30, 2023		As of December 31, 2022
Cash and cash equivalents(1)	$	302	$	531
Availability under revolving credit facility		200		200
	$	502	$	731
Working capital(2)		1,004		1,305
Current ratio		2.2		2.4

(1)

Excludes $2 million of cash classified as held for sale as of December 31, 2022.

(2)

Includes $6 million of assets and $3 million of liabilities classified as held for sale as of December 31, 2022.

As of June 30, 2023, we had $302 million of cash and cash equivalents on-hand. We also had $200 million available for drawing under our revolving credit facility, net of $50 million utilized in the form of letters of credit under the facility. Our next debt maturity is $217 million of Pactiv Debentures due in December 2025, excluding amortization payments related to our U.S. term loans Tranche B-3 under our Credit Agreement.

We believe that we have sufficient liquidity to support our ongoing operations in the next 12 months and to invest in future growth to create further value for our shareholders. Our primary drivers of decreased liquidity for the six months ended June 30, 2023 were $290 million of debt repayments, $116 million of capital expenditures and $36 million of dividends paid. These drivers of decreased liquidity were partially offset by net operating cash flows of $215 million during the same period. We currently anticipate incurring a total of approximately $280 million in capital expenditures and approximately $120 million of cash restructuring charges during 2023.

During the six months ended June 30, 2023, our working capital decreased $301 million, or 23%, primarily due to our use of cash for $290 million of early debt repayments, capital expenditures, reductions of our inventory levels and dividend payments, which were partially offset by income from operations. Our working capital position provides us the flexibility for further consideration of strategic initiatives, including reinvestment in our business and deleveraging of our balance sheet. As a result, we may utilize portions of our excess cash to repurchase certain amounts of our long-term debt prior to maturity depending on market conditions, among other factors.

Our ability to borrow under our revolving credit facility or to incur additional indebtedness may be limited by the terms of such indebtedness or other indebtedness, including the Credit Agreement and the Notes. The Credit Agreement and the respective indentures governing the Notes generally allow our subsidiaries to transfer funds in the form of cash dividends, loans or advances within the Company.

Other than short-term leases executed in the normal course of business, we have no material off-balance sheet obligations.

Critical Accounting Policies, Estimates and Assumptions

The most critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and results of operations and require us to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

New accounting standards that we have recently adopted, as well as accounting standards that have been recently issued but not yet adopted by us, is included in Note 1, Nature of Operations and Basis of Presentation.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes to our market risk during the six months ended June 30, 2023. For additional information, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, our disclosure controls and procedures were effective.

b) Changes in Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The information required to be set forth under this heading is incorporated by reference from Note 12, Commitments and Contingencies, to the interim Condensed Consolidated Financial Statements included in Part I, Item 1.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits.

The following exhibits are filed as part of, or are incorporated by reference in, this report:


			Incorporated by Reference
Exhibit	Exhibit Title	Filed Here-With?	Form	Exhibit No.	Date Filed
3.1	Amended and Restated Certificate of Incorporation of the Registrant.		8-K	3.1	Sept. 21, 2020
3.2	Amended and Restated Bylaws of the Registrant.		8-K	3.2	Sept. 21, 2020
10.1	Amendment No. 15, dated as of April 17, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
10.2	Amendment No. 16, dated as of July 26, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
10.3	Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 16, dated July 26, 2023, by and among Reynolds Group holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto from time to time, the lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as administrative agent.	X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			PACTIV EVERGREEN INC.
			(Registrant)

	By:		/s/ Jonathan H. Baksht
			Jonathan H. Baksht
			Chief Financial Officer (principal financial officer and principal accounting officer)
			August 2, 2023

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 15, dated as of April 17, 2023 (this “Amendment”), to the Credit Agreement dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the Amendment No. 15 Effective Date (as defined below), the “Credit Agreement”), by and among Pactiv evergreen group holdings inc. (formerly Reynolds Group Holdings Inc.), a Delaware corporation (“PEGHI”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited liability company (“Evergreen”), PACTIV EVERGREEN INC. (formerly Reynolds Group Holdings Limited), a Delaware corporation (“Holdings”), the other Borrowers and Guarantors from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, a Benchmark Transition Event has occurred and, in accordance with Section 2.08(b) of the Credit Agreement, the Administrative Agent and Holdings desire to amend the Credit Agreement in order to replace the LIBO Rate with a Benchmark Replacement and, in connection therewith, implement certain Benchmark Replacement Conforming Changes, in each case as set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.

Amendments to Credit Agreement.

(a)

Effective as of the Amendment No. 15 Effective Date (as defined below), each of the Credit Agreement and Exhibit C to the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text or double-underlined text) as set forth in the pages thereof attached as Exhibits A and B hereto, respectively.

(b)

Notwithstanding anything to the contrary contained in the Credit Agreement as amended hereby, (i) each Eurocurrency Loan (as defined in the Credit Agreement as in effect immediately prior to giving effect to this Amendment) denominated in Dollars outstanding on the Amendment No. 15 Effective Date (each, an “Existing LIBO Rate Loan”) shall remain outstanding as such until the expiration of the then-pending Interest Period (as defined in the Credit Agreement as in effect immediately prior to giving effect to this Amendment) applicable to such Existing LIBO Rate Loan, in accordance with, and subject to all of the terms and conditions of, the Credit Agreement as in effect immediately prior to giving effect to this Amendment and (ii) interest on each such Existing LIBO Rate Loan shall continue to accrue to, and shall be payable on, each Interest Payment Date applicable thereto until such then-pending Interest Period for such Existing LIBO Rate Loan ends, in each case in accordance with Section 2.06 of the Credit Agreement as in effect immediately prior to giving effect to this Amendment. From and after the Amendment No. 15 Effective Date, (x) the Borrower shall not be permitted to request that any Lender fund, and no Lender shall fund, any LIBO Rate Loan, (y) no LIBO Rate Loan may be continued as a LIBO Rate Loan and (z) each Existing LIBO Rate Loan may be converted to a Term SOFR Loan or an ABR Loan (each as defined in the Credit Agreement as amended hereby) in accordance with the Credit Agreement as amended hereby.

Section 2.

Representations and Warranties. Each Loan Party hereby represents and warrants that, as of the Amendment No. 15 Effective Date:

(a)

This Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party enforceable against it in

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DOCPROPERTY DPWPathText \* MERGEFORMAT #96489500v18

accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(b)

The representations and warranties of such Loan Party set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Amendment No. 15 Effective Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date).

Section 3.

Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 15 Effective Date”) that the following conditions have been satisfied:

(a)

The Administrative Agent shall have received from the Borrowers, each Guarantor party hereto and the Administrative Agent a counterpart signed by each such party of this Amendment;

(b)

The Borrowers shall have paid to the Administrative Agent all fees and expenses due to be paid on or prior to the Amendment No. 15 Effective Date, including all reasonable and documented out-of-pocket expenses required to be paid or reimbursed under Section 9.05 of the Credit Agreement for which invoices have been presented at least one Business Day prior to the Amendment No. 15 Effective Date; and

(c)

The Administrative Agent shall have posted a copy of this Amendment to each of the Lenders, and the Administrative Agent shall not have received, by 5:00 p.m., New York City time, on April 17, 2023 (such date being the fifth Business Day after the date on which a copy of this Amendment was posted to the Lenders), written notice of objection to this Amendment from Lenders comprising the Required Lenders.

Section 4.

Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of an original executed counterpart hereof. Any signature to this Amendment 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 Amendment. Each of the parties to this Amendment represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

Section 5.

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

Section 6.

Effect of Amendment. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and

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agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (x) the Borrowers and each other Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Security Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all of its Obligations on the terms and conditions set forth in the Security Documents, and hereby confirms and, to the extent necessary, ratifies the security interests granted by it pursuant to the Security Documents to which it is a party and (y) each Guarantor, hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guarantee with respect to all of its Bank Obligations. From and after the Amendment No. 15 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement, as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

Section 7.

Applicable Law; Waiver of Jury Trial; Jurisdiction; Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 9.11 and 9.15 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

Section 8.

Notices. The execution and delivery of this Amendment by the Borrowers and the satisfaction of all conditions precedent to effectiveness of this Amendment pursuant to Section 3 hereof shall be deemed to satisfy any requirement for, and constitute any notice required to be delivered to the Administrative Agent under the Credit Agreement.

[Signature Pages Follow]

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


PACTIV EVERGREEN GROUP HOLDINGS INC., as a U.S. Borrower
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary
PACTIV LLC, as a U.S. Borrower
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell.
Title: Vice President, General Counsel and Secretary


EVERGREEN PACKAGING LLC, as a U.S. Borrower
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


PACTIV EVERGREEN INC., as Holdings
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Chief Legal Officer and Secretary

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BLUE RIDGE HOLDING LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary
BLUE RIDGE PAPER PRODUCTS LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


BRPP, LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


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


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


PACTIV MANAGEMENT COMPANY LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


PACTIV PACKAGING INC.
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


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


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


PACTIV EVERGREEN GROUP ISSUER INC.
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary
PACTIV EVERGREEN GROUP ISSUER LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


REYNOLDS PACKAGING INTERNATIONAL LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


PACTIV EVERGREEN SERVICES INC.
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell

Title:	Vice President, General Counsel and Secretary


MONARCH MILL POND, LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


PACTIV EUROPE SERVICES LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


FABRI-KAL HOLDINGS, LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary
FABRI-KAL LLC
By:	/s/ Chandra Mitchell______________________
Name: Chandra Mitchell
Title: Vice President, General Counsel and Secretary


4124 MANCHESTER ROAD LLC
By:	/s/ Chandra Mitchell
Name: Chandra Mitchel
Title: Vice President, General Counsel and Secretary


CREDIT SUISSE AG, as Administrative Agent
By:	/s/ D. Andrew Maletta
Name: D. Andrew Maletta
Title: Authorized Signatory


By:	/s/ Han Dolgin
Name: Han Dolgin
Title: Authorized Signatory

Exhibit A

Amended Credit Agreement

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EXHIBIT A
As amended by Amendment No. 15 dated as of April 17, 2023

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of August 5, 2016
among

REYNOLDSPACTIV EVERGREEN GROUP HOLDINGS INC.,
PACTIV LLC

and

the other Borrowers set forth herein,
as Borrowers,

REYNOLDS GROUP HOLDINGS LIMITED
PACTIV EVERGREEN INC.,

THE LENDERS PARTY HERETO,

and

CREDIT SUISSE AG,
as Administrative Agent

CREDIT SUISSE SECURITIES (USA) LLC

and

HSBC SECURITIES (USA) INC.

as Joint Bookrunners and Joint Lead Arrangers

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Table of Contents

Page

ARTICLE I

Definitions

SECTION 1.01. Defined Terms 2

SECTION 1.02. Terms Generally 6063

SECTION 1.03. Pro Forma Calculations 6164

SECTION 1.04. Classification of Loans and Borrowings 6164

SECTION 1.05. Exchange Rate Calculations 6164

SECTION 1.06. Designation as Senior Debt 6265

SECTION 1.07. Limited Condition Acquisitions 6265

ARTICLE II

The Credits

SECTION 2.01. Commitments 6366

SECTION 2.02. Loans 6366

SECTION 2.03. Borrowing Procedure 6569

SECTION 2.04. Evidence of Debt; Repayment of Loans 6669

SECTION 2.05. Fees 6770

SECTION 2.06. Interest on Loans 6871

SECTION 2.07. Default Interest 6872

SECTION 2.08. Alternate Rate of Interest 6972

SECTION 2.09. Termination and Reduction of Commitments 7175

SECTION 2.10. Conversion and Continuation of Borrowings 7175

SECTION 2.11. Repayment of Term Borrowings 7377

SECTION 2.12. Voluntary Prepayment 7478

SECTION 2.13. Mandatory Prepayments 7781

SECTION 2.14. Reserve Requirements; Change in Circumstances 8084

SECTION 2.15. Change in Legality 8186

SECTION 2.16. Breakage 8287

SECTION 2.17. Pro Rata Treatment 8287

SECTION 2.18. Sharing of Setoffs 8387

SECTION 2.19. Payments 8388

SECTION 2.20. Taxes 8489

SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to
Mitigate 8892

SECTION 2.22. Letters of Credit 9094

SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit
Commitments 96100

SECTION 2.24. Loan Modification Offers 99104

SECTION 2.25. Specified Refinancing Facilities 100104

SECTION 2.26. Permitted Debt Exchanges 102106

Table of Contents

Page

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers 104109

SECTION 3.02. Authorization 105109

SECTION 3.03. Enforceability 105110

SECTION 3.04. Governmental Approvals 105110

SECTION 3.05. Financial Statements 105110

SECTION 3.06. No Material Adverse Change 106110

SECTION 3.07. Title to Properties; Possession Under Leases 106110

SECTION 3.08. Subsidiaries 106111

SECTION 3.09. Litigation; Compliance with Laws 107111

SECTION 3.10. Agreements 107112

SECTION 3.11. Federal Reserve Regulations 107112

SECTION 3.12. Investment Company Act 108112

SECTION 3.13. Use of Proceeds 108112

SECTION 3.14. Taxes 108112

SECTION 3.15. No Material Misstatements 108113

SECTION 3.16. Employee Benefit Plans 108113

SECTION 3.17. Environmental Matters 109114

SECTION 3.18. Insurance 110114

SECTION 3.19. Security Documents 110114

SECTION 3.20. Location of Real Property and Leased Premises 111116

SECTION 3.21. Labor Matters 111116

SECTION 3.22. Solvency 112116

SECTION 3.23. Senior Indebtedness 112116

SECTION 3.24. Sanctioned Persons 112117

ARTICLE IV

Conditions of Lending

SECTION 4.01. All Credit Events 112117

ARTICLE V

Affirmative Covenants

SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties 113118

SECTION 5.02. Insurance 114118

SECTION 5.03. Taxes 115119

SECTION 5.04. Financial Statements, Reports, etc 115119

SECTION 5.05. Litigation and Other Notices 117121

SECTION 5.06. Information Regarding Collateral 117122

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Page

SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings 117122

SECTION 5.08. Use of Proceeds 118123

SECTION 5.09. Employee Benefits 118123

SECTION 5.10. Compliance with Environmental Laws 119123

SECTION 5.11. Preparation of Environmental Reports 119123

SECTION 5.12. Further Assurances 119124

SECTION 5.13. Post-Closing Obligations 120125

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness 121125

SECTION 6.02. Liens 126131

SECTION 6.03. Sale and Lease-Back Transactions 130134

SECTION 6.04. Investments, Loans and Advances 130134

SECTION 6.05. Mergers, Consolidations and Sales of Assets 134139

SECTION 6.06. Restricted Payments; Restrictive Agreements 135140

SECTION 6.07. Transactions with Affiliates 139143

SECTION 6.08. Conduct of Business 140145

SECTION 6.09. Other Indebtedness and Agreements 140145

SECTION 6.10. [Reserved] 141146

SECTION 6.11. [Reserved] 141146

SECTION 6.12. Maximum Total Secured Leverage Ratio 141146

SECTION 6.13. Fiscal Year 141146

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent and the Collateral Agents

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices; Electronic Communications 150154

SECTION 9.02. Survival of Agreement 152157

SECTION 9.03. [Reserved] 153157

SECTION 9.04. Successors and Assigns 153157

SECTION 9.05. Expenses; Indemnity 160165

SECTION 9.06. Right of Setoff 162167

SECTION 9.07. Applicable Law 162167

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Page

SECTION 9.08. Waivers; Amendment 163167

SECTION 9.09. Interest Rate Limitation 164169

SECTION 9.10. Entire Agreement 164169

SECTION 9.11. WAIVER OF JURY TRIAL 165169

SECTION 9.12. Severability 165170

SECTION 9.13. Counterparts 165170

SECTION 9.14. Headings 165170

SECTION 9.15. Jurisdiction; Consent to Service of Process 165170

SECTION 9.16. Confidentiality 166171

SECTION 9.17. Conversion of Currencies 167172

SECTION 9.18. USA PATRIOT Act Notice 167172

SECTION 9.19. Place of Performance 168172

SECTION 9.20. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions 168173

SECTION 9.21. Additional Borrowers; Resignation of Borrowers 170175

SECTION 9.22. Application of Proceeds 171176

SECTION 9.23. Loan Parties’ Agent 172177

SECTION 9.24. [Reserved] 173177

SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a
Permitted Receivables Financing 173177

SECTION 9.26. Additional Intercreditor and Security Arrangements 173178

SECTION 9.27. Acknowledgment Regarding Any Supported QFCs 174178

ARTICLE X

Guarantee

SECTION 10.01. Guarantee 174179

SECTION 10.02. Guarantee of Payment 174179

SECTION 10.03. No Discharge or Diminishment of Guarantee 175179

SECTION 10.04. Defenses Waived 176180

SECTION 10.05. Rights of Subrogation 176181

SECTION 10.06. Reinstatement; Stay of Acceleration 176181

SECTION 10.07. Information 176181

SECTION 10.08. Maximum Liability 177181

SECTION 10.09. Contribution 177182

SECTION 10.10. Subordination 178182

SECTION 10.11. Liability Cumulative 178182

SECTION 10.12. Release of Guarantors 178182

SECTION 10.13. Keepwell 178183

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2016 (this “Agreement”), among REYNOLDSPACTIV EVERGREEN GROUP HOLDINGS INC. (formerly Reynolds Group Holdings Inc.), a Delaware corporation (“RGHIPEGHI”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited liability company (“Evergreen” and, together with RGHIPEGHI, and Pactiv, the “U.S. Borrowers” or the “Revolving Borrowers”), PACTIV EVERGREEN INC. (formerly Reynolds Group Holdings Limited), a Delaware corporation (“Holdings”), the Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Lenders and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

The Borrowers have requested (a) the U.S. Term Lenders (as defined in Article I) to extend credit in the form of U.S. Term Loans (as defined in Article I) to the U.S. Borrowers on the 2016 Restatement Date, in an aggregate principal amount not in excess of $1,973,000,000, (b) the European Term Lenders (as defined in Article I) to make European Term Loans (as defined in Article I) to the European Borrowers on the 2016 Restatement Date, in an aggregate principal amount not in excess of €250,000,000, (c) the Revolving Credit Lenders (as defined in Article I) to extend credit to the Revolving Borrowers in the form of Revolving Loans from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $302,300,000 and (d) the Issuing Banks to issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of the aggregate amount of the L/C Commitments at such time. The U.S. Term Lenders, the European Term Lenders, the Revolving Credit Lenders and the Issuing Banks are willing to extend such credit, in each case on the terms and subject to the conditions set forth herein and in Amendment No. 10.

The proceeds of the Term Loans to be made on the 2016 Restatement Date are to be used solely to consummate the 2016 Restatement Transactions and for general corporate purposes of Holdings and the Subsidiaries. The proceeds of the Revolving Loans and any Incremental Term Loans made after the 2016 Restatement Date are to be used solely for general corporate purposes of Holdings and the Subsidiaries. Letters of Credit are to be issued to support payment obligations incurred in the ordinary course of business by the Borrowers and the Subsidiaries of Holdings (including payment obligations with respect to any local working capital facilities (other than the Local Facilities)).

Pursuant to Amendment No. 10, the Borrowers and the Lenders party thereto have agreed to amend and restate the Existing Credit Agreement in the form hereof. The amendment and restatement of the Existing Credit Agreement evidenced by this Agreement shall become effective as provided in Amendment No. 10.

Accordingly, the parties hereto agree as follows:

“Additional Specified Refinancing Lender” shall have the meaning assigned to such term in Section 2.25(b).

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency BorrowingTerm SOFR” means, for purposes of any Interest Period, an interestcalculation, the rate per annum equal to (a) in the case of a Eurocurrency Borrowing denominated in Dollars, the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves and (b) in the case of a Eurocurrency Borrowing denominated in Euro, the EURIBO Rate in effect for such Interest PeriodTerm SOFR for such calculation plus (b) the Term SOFR Adjustment; provided, however, that in no event shall the Adjusted LIBO Rate for any Interest PeriodTerm SOFR 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.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affected Class” shall have the meaning assigned to such term in Section 2.24(a).

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of the definition of “Eligible Assignee” and Section 6.07 the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit H pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Bank Obligations.

“Affiliated Lender” shall mean any Lender that is a Related Person.

“Agents” shall have the meaning assigned to such term in Article VIII.

“Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

“Agreed Security Principles” shall mean the principles set forth on Exhibit E.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that Holdings or any Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

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“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO RateTerm SOFR on such day for a three-month Interest Period commencing on the second Business Day after such day plus 1%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the LIBO RateAdjusted Term SOFR for any reason, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the LIBO RateAdjusted Term SOFR shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO RateAdjusted Term SOFR, as the case may be.

“Amendment No. 2” shall mean Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of May 4, 2010, to the Original Credit Agreement.

“Amendment No. 2 Effective Date” shall mean May 4, 2010.

“Amendment No. 3” shall mean Amendment No. 3 and Incremental Term Loan Assumption Agreement dated as of September 30, 2010, to the Original Credit Agreement.

“Amendment No. 6” shall mean Amendment No. 6 and Incremental Term Loan Assumption Agreement dated as of August 9, 2011, to the Original Credit Agreement.

“Amendment No. 9” shall mean Loan Modification Agreement and Amendment No. 9 dated as of February 25, 2015, to the Existing Credit Agreement.

“Amendment No. 10” shall mean Amendment No. 10 and Incremental Assumption Agreement dated as of the 2016 Restatement Date, to the Existing Credit Agreement.

“Amendment No. 13” shall mean Specified Refinancing Amendment and Amendment No. 13 dated as of October 1, 2020, to this Agreement.

“Amendment No. 13 Effective Date” shall have the meaning assigned to such term in Amendment No. 13.

“Ancillary Borrower” shall mean any Borrower that is not a Principal Borrower.

“Applicable Discount” shall have the meaning assigned to such term in Section 2.12(b)(iii).

“Applicable Margin” shall mean, for any day, (a) with respect to any Eurocurrency Tranche B 1 U.S. Term Loan, 3.00% per annum (or, if the public corporate rating of Holdings then in effect from S&P is B or higher and the public corporate family rating of Holdings then in effect from Moody’s is B2 or higher, in each case with a stable outlook or better, 2.75% per annum)[reserved], (b) with respect to any EurocurrencyTerm SOFR Tranche B-2 U.S. Term Loan, 3.25% per annum, (c) with respect to any EurocurrencyTerm SOFR

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Tranche B-3 U.S. Term Loans, the applicable rate per annum set forth below under the caption “EurocurrencyTerm SOFR Spread - Tranche B-3 U.S. Term Loans”, (d) with respect to any Daily Rate Tranche B 1 U.S. Term Loan, 2.00% per annum (or, if the public corporate rating of Holdings then in effect from S&P is B or higher and the public corporate family rating of Holdings then in effect from Moody’s is B2 or higher, in each case with a stable outlook or better, 1.75% per annum)[reserved], (e) with respect to any Daily Rate Tranche B-2 U.S. Term Loan, 2.25% per annum, (f) 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”, (g) with respect to any EurocurrencyRevolving Loan or Term SOFR Revolving Loan, 2.75% per annum and (h) with respect to any Daily Rate Revolving Loan, 1.75% per annum.


Senior Secured First Lien Leverage Ratio	EurocurrencyTerm SOFR 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

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any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the August 2011 9.875% Senior Unsecured Notes Indenture.

“Available Amount” shall mean, at any time, the Cumulative Credit at such time, plus the amount of any Declined Proceeds retained by the Borrowers following the 2016 Restatement Date, minus the aggregate amounts expended by Holdings and the Subsidiaries on or after the First Restatement Date and at or prior to such time to make investments, loans or advances pursuant to Section 6.04(q), to make Restricted Payments pursuant to Section 6.06(a)(ix) and to prepay, redeem, repurchase, retire or otherwise acquire Indebtedness pursuant to Section 6.09(c). As of June 30, 2016, the Available Amount was equal to $1,416,000,000.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark for Borrowings and Loans denominated in Dollars, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.08(f).

“Bank Obligations” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrowers to any of the Bank Secured Parties under this Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each of the Loan Documents, (c) the due and punctual payment and performance of all obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents, (d) the due and punctual payment and performance of all obligations of each Loan Party or other Subsidiary (as contemplated by the definition of the term “Hedge Provider”) under each Hedging Agreement with a Hedge Provider, (e) the due and punctual payment and performance of all obligations of each Loan Party or other Subsidiary (as contemplated by the definition of the term “Local Facility”) under each Local Facility and (f) the Cash Management Obligations. With respect to any Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest for, the obligation (the “Excluded Guarantor Obligation”) to pay or perform under any

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agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act is or becomes illegal, the Bank Obligations of such Guarantor shall not include any such Excluded Guarantor Obligation.

“Bank Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) each Collateral Agent, (d) any Issuing Bank, (e) each Hedge Provider, (f) each Local Facility Provider, (g) each Cash Management Bank, (h) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (i) the successors and assigns of each of the foregoing.

“Bankruptcy Code” shall mean the provisions of Title 11 of the United States Code, 11 USC. §§ 101 et seq.

“Bankruptcy Proceedings” shall have the meaning assigned to such term in Section 9.04(m).

“Benchmark Rate” shall mean, initially, (i) for Loans denominated in Dollars, the LIBOTerm SOFR Reference Rate or, and (ii) for Loans denominated in Euros, the EURIBO Rate, as; provided that if a Benchmark Transition Event or Early Opt-in Election has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.08.

“Benchmark Replacement” shall mean (A) for Loans denominated in Euros, the sum of: (ai) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and Holdings giving due consideration to (ix) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (iiy) any evolving or then-prevailing market convention for determining a benchmark rate of interest as a replacement to the Benchmark Rate for syndicated credit facilities denominated in the applicable currency and (bii) the Benchmark Replacement Adjustment and (B) for Loans denominated in Dollars, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of Daily Simple SOFR and the Benchmark Replacement Adjustment; or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and Holdings giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining a benchmark rate of interest as a replacement to the then current Benchmark for U.S. dollar-denominated syndicated credit facilities and (ii) the Benchmark Replacement Adjustment; provided that in each case if the Benchmark Replacement as so determined would be (x) with respect to the Tranche B-3 U.S. Term Loans, less than 0.50% per annum, the Benchmark Replacement will be deemed to be 0.50% per annum, and (y) with respect to any other Loans, less than 0.00% per annum, the Benchmark Replacement will be deemed to be 0.00% per annum, in each case, for the purposes of this Agreement.

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“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of anythe then-current Benchmark Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and Holdings giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the applicablesuch Benchmark Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the applicablesuch Benchmark Rate with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable currency at such time.

“Benchmark Replacement Conforming Changes” shall mean, with respect to either the use or administration or implementation of the Adjusted Term SOFR or the EURIBO Rate, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, to the definition of “Interest Period”, to the definition of “Business Day”, to timing and frequency of determining rates and to making payments of interest and other administrative matters) as may be mutually agreed by the Administrative Agent and Holdings as are necessary to reflect the adoption and implementation of such Benchmark Replacementrate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacementsuch rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with this Agreement with the prior written consent of Holdings, not to be unreasonably withheld, delayed or conditioned).

“Benchmark Replacement Date” shall mean (i) with respect to the then current Benchmark for Borrowings and Loans denominated in Euros, the earlier to occur of the following events:

(a) in the case of clause (1) or (2) of clause (i) of the definition of “Benchmark Transition Event”, the later of (1) the date of the public statement or publication of information referenced therein and (2) the date on which the administrator of the applicable Benchmark Rate permanently or indefinitely ceases to provide such Benchmark Rate; or

(b) in the case of clause (3) of clause (i) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein; and (ii) with respect to the then-current Benchmark for Borrowings and Loans denominated in Dollars, the earlier to occur of the following events with respect to any Benchmark Rate:

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(a) in the case of clause (1) or (2) of clause (ii) of the definition of “Benchmark Transition Event”, the later of (a1) the date of the public statement or publication of information referenced therein and (b2) the date on which the administrator of the applicablesuch Benchmark Rate(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark Rate(or such component thereof); or

(b) in the case of clause (3) of clause (ii) of the definition of “Benchmark Transition Event”, the first date of the publicon which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication of information referenced thereinin such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (ii)(a) or (ii)(b) of this definition with respect to any Benchmark for Borrowings and Loans denominated in Dollars upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean (i) with respect to the then current Benchmark for Borrowings and Loans denominated in Euros, the occurrence of one or more of the following events:

(1) a public statement or publication of information by or on behalf of the administrator of the applicable Benchmark announcing that such administrator has ceased or will cease to provide such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of any Benchmark, an insolvency official with jurisdiction over the administrator for any Benchmark, a resolution authority with jurisdiction over the administrator for any Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for any Benchmark, which states that the administrator of such Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of any Benchmark announcing that such Benchmark is no longer representative; and

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(ii) with respect to the then current Benchmark for Borrowings and Loans denominated in Dollars, the occurrence of one or more of the following events with respect to any Benchmark Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the applicablesuch Benchmark Rate(or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark Rate(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark Rate(or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of anysuch Benchmark Rate(or the published component used in the calculation thereof), the U.S. Federal Reserve SystemBoard, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for any Benchmark Rate(or such component), a resolution authority with jurisdiction over the administrator for anysuch Benchmark Rate(or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for anysuch Benchmark Rate(or such component), which states that the administrator of such Benchmark Rate(or such component) has ceased or will cease to provide all Available Tenors of such Benchmark Rate(or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark Rate(or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of anysuch Benchmark Rate(or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark Rate is no longer(or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark for Borrowings and Loans denominated in Dollars if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” shall mean (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to Holdings, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

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“Benchmark Unavailability Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to any Benchmark Rate and solely to the extent that such Benchmark Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the applicable Benchmark Rate for all purposes hereunder in accordance with Section 2.08 and (y) ending at the time that a Benchmark Replacement has replaced the applicable Benchmark Rate for all purposes hereunder pursuant to Section 2.08.

“BHC Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowers” shall mean the U.S. Borrowers, the European Borrowers, and any other Wholly Owned Subsidiary of BP I that becomes a party hereto as a Borrower pursuant to Section 9.21.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01.

“Borrowing” shall mean Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case of Eurocurrency Loans and Term SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) with respect to a Borrowing denominated in Dollars, $5,000,000 and (b) with respect to a Borrowing denominated in Euro, €5,000,000.

“Borrowing Multiple” shall mean (a) with respect to a Borrowing denominated in Dollars, $1,000,000 and (b) with respect to a Borrowing denominated in Euro, €1,000,000.

“Borrowing Request” shall mean a request by any Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Borrowing Subsidiary Agreement” shall mean a Borrowing Subsidiary Agreement substantially in the form of Exhibit M-1.

“Borrowing Subsidiary Termination” shall mean a Borrowing Subsidiary Termination substantially in the form of Exhibit M-2.

“BP I” shall mean Beverage Packaging Holdings (Luxembourg) I S.A., a Luxembourg public limited liability company (société anonyme) with a 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 128.592 and a Wholly Owned Subsidiary of Holdings.

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“BP II” shall mean Beverage Packaging Holdings (Luxembourg) II SA, a Luxembourg public limited liability company (société anonyme) with a 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 128.914 and a Wholly Owned Subsidiary of Holdings.

“BP Factoring” shall mean Beverage Packaging Factoring (Luxembourg) S.à r.l., a company incorporated as a société à responsabilité limitée under the laws of Luxembourg with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (or any successor in interest thereto).

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that (a) when used in connection with a EurocurrencyTerm SOFR Loan, the term “Business Day” shall exclude any day on which banks areis not open for dealing in Dollar deposits in the London interbank marketa U.S. Government Securities Business Day, (b) when used in connection with a Loan denominated in Euro, the term “Business Day” shall also exclude any day which is not a Target Day and (c) when used in connection with any Calculation Date or determining any date on which any amount is to be paid or made available in a Designated Foreign Currency, the term “Business Day” shall also exclude any day on which commercial banks and foreign exchange markets are not open for business in the principal financial center with respect to such Designated Foreign Currency.

“Calculation Date” shall mean each of the following dates if on such date one or more Revolving Loans or Letters of Credit denominated in a Designated Foreign Currency would be outstanding: (a) the date on which any Revolving Loan is made, converted or continued, (b) the date of issuance, extension or renewal of any Letter of Credit, (c) the last Business Day of each quarter and (d) such additional dates on which the Exchange Rate is calculated as the Administrative Agent shall specify.

“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of Holdings and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Holdings and its consolidated Subsidiaries during such period, but excluding in each case (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) any such expenditure financed with the proceeds of Qualified Capital Stock or Subordinated Shareholder Loans, (iii) any such expenditure that constitutes a Permitted Acquisition or an investment in

“Cost Savings” shall mean, for any period, without duplication of cost savings reflected in the actual operating results for such period, cost savings actually realized during such period as part of a cost savings plan, calculated on a pro forma basis as though such cost savings

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had been realized on the first day of such period; provided that a certificate of a Financial Officer of Holdings, certifying that such cost savings plan has been implemented and that the reflection of the Cost Savings in the calculation of Consolidated EBITDA is fair and accurate shall have been delivered to the Administrative Agent, and if reasonably requested by the Administrative Agent, such cost savings shall be verified by the Independent Accountant.

“Covered Entity” shall mean any of the following:

(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

“Covered Party” shall have the meaning assigned to such term in Section 9.27.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the revolving credit, letter of credit, and term loan facilities provided for by this Agreement.

“Cumulative Credit” shall have the meaning assigned to such term in the June 2016 Senior Secured Note Indenture as in effect on the 2016 Restatement Date (whether or not in effect and whether or not any Indebtedness issued thereunder is outstanding at the time).

“Daily Rate” shall mean, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate or Foreign Base Rate.

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Dollar Equivalent” shall mean, on any date of determination, with respect to any

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amount denominated in a currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent using the Exchange Rate at the time in effect.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of the United States of America or any state thereof or the District of Columbia.

“Early Opt-in Election” shall mean, solely with respect to the Benchmark for Borrowings and Loans denominated in Euros, the occurrence of:

(1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to Holdings) that the Required Lenders have determined that syndicated credit facilities denominated in the applicable currencyEuros being executed at such time, or that include language similar to that contained in Section 2.08 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace any applicable Benchmark Rate, and

(2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to Holdings and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“Eligible Assignee” shall mean (a) in the case of Term Loans and Term Loan Commitments, (i) an Affiliated Lender, to the extent contemplated by Section 9.04(m), (ii) a Lender, (iii) an Affiliate of a Lender, (iv) a Related Fund of a Lender and (v) any other Person (other than a natural person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed), and (b) in the case of any assignment of a Revolving Credit Commitment, (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender, (iii) a Related Fund of a Revolving Credit Lender and (iv) any other Person (other than a natural person), in the case of each of the foregoing clauses, approved by the Administrative Agent and each Issuing Bank and, in the case of clauses (b)(ii), (iii) and (iv), unless an Event of Default has occurred and is continuing, the applicable Borrowers (each such approval not to be unreasonably withheld or delayed); provided further that notwithstanding the foregoing, the term “Eligible Assignee” shall not include Holdings, any Borrower or any of their respective Affiliates, except as set forth in clause (a)(i) above.

“Environmental Laws” shall mean all Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, binding directives, orders (including consent orders), and binding agreements in each case, relating to the environment, the preservation or reclamation of natural resources, endangered or threatened species, protection of the climate, human health and safety as they relate to exposure to Hazardous Materials, or the presence or Release of, exposure to, or the generation,

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distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

respect to which Holdings or any such Subsidiary could otherwise be liable, (i) any Foreign Benefit Event or (j) the occurrence of any other similar event or condition with respect to a Plan or Multiemployer Plan that could result in liability (other than liability incurred in the ordinary course of business) of Holdings or any Material Subsidiary in each case in excess of $10,000,000.

“Escrow Subsidiary” shall mean one or more subsidiaries created by Holdings for the purpose of issuing or incurring Indebtedness, the proceeds of which shall be deposited and held in escrow pursuant to customary escrow arrangements pending their use to finance a contemplated Permitted Acquisition. Until such time as the proceeds of such Indebtedness have been released from escrow in accordance with the applicable escrow arrangements (the “Escrow Release Effective Time”), each relevant Escrow Subsidiary shall be deemed not to be a Subsidiary for any purpose of this Agreement and the other Loan Documents; provided that (a) each Escrow Subsidiary shall be identified to the Administrative Agent promptly following its formation (and in any event prior to its incurrence of any Indebtedness) and (b) as of and after the Escrow Release Effective Time, each relevant Escrow Subsidiary shall be a Subsidiary for all purposes of this Agreement and the other Loan Documents unless designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement.

“EURIBO Rate” shall mean, with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate per annum equal to the Banking Federation of the European Union EURIBO Rate (“BFEA EURIBOR”), as published by Reuters (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Target Days prior to the commencement of such Interest Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest Period shall be the Interpolated Rate.

“Euro” or “€” shall mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBOEURIBO Rate.

“European Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“European Principal Borrower” shall mean the Luxembourg Borrower or any replacement Principal Borrower with respect to any Credit Facility denominated in Euro designated as set forth in Section 9.21(a)(iii).

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“European Term Lender” shall mean a Lender with a European Term Loan Commitment or an outstanding European Term Loan.

Luxembourg Issuer, the other Loan Parties party thereto and The Bank of New York Mellon, as trustee, pursuant to which the February 2012 9.875% Senior Unsecured Notes were issued.

“February 2012 9.875% Senior Unsecured Notes” shall mean the Senior Unsecured Notes issued on February 15, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $1,250,000,000 to the extent not exchanged for August 2011 9.875% Senior Unsecured Notes, including any Senior Unsecured Notes into which such notes may be exchanged in accordance with the provisions of the February 2012 9.875% Senior Unsecured Note Indenture.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Fee Letter” shall mean the Engagement Letter dated July 14, 2016, among Holdings, the Administrative Agent and Credit Suisse Securities (USA) LLC.

“Fees” shall mean the Facility Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“First Incremental Assumption Agreement” shall mean the Incremental Assumption Agreement dated as of October 7, 2016, relating to this Agreement.

“First Lien Intercreditor Agreement” shall mean the Intercreditor Agreement dated as of November 5, 2009, as amended on January 21, 2010, among the Administrative Agent, the Indenture Trustee, the Collateral Agents, the grantors party thereto and each additional representative from time to time party thereto, attached hereto as Exhibit G.

“First Restatement Date” shall mean February 9, 2011.

“Fixed Charge Coverage Ratio” shall have the meaning assigned to such term in the June 2016 Senior Secured Note Indenture as in effect on the 2016 Restatement Date (whether or not in effect and whether or not any Indebtedness issued thereunder is outstanding at the time) (it being understood that defined terms used in such definition shall also have the meaning assigned to such terms in such indenture and that the Fixed Charge Coverage Ratio shall be calculated in accordance with the rules set forth in such indenture).

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“Foreign Base Rate” shall mean, for any day, (a) with respect to amounts denominated in Euros, the EURIBO Rate on such day for a three month Interest Period commencing on the of an asset to satisfy unperformed obligations of the seller of such asset or (B) earn-out and other contingent obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP; provided, further, that if any Indebtedness under clause (f) is recourse only to the property so securing it, then the amount thereof shall be deemed to be equal to the lesser of the aggregate principal amount of such Indebtedness and the fair market value of such property. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.

“Indemnified Taxes” shall mean Taxes (including Other Taxes), other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Indenture Trustee” shall mean The Bank of New York Mellon, in its capacity as trustee under each of the February 2011 6.875% Senior Secured Note Indenture, the September 2012 5.750% Senior Secured Note Indenture, the June 2016 Senior Secured Note Indenture.

“Independent Accountant” shall mean PricewaterhouseCoopers or other independent public accountants of recognized national standing.

“Information” shall have the meaning assigned to such term in Section 9.16.

“Intercreditor Agreements” shall mean the First Lien Intercreditor Agreement, the 2007 Intercreditor Agreement, the November 2013 Intercreditor Agreement, the Other Intercreditor Agreements, if any, and the Junior Lien Intercreditor Agreements, if any.

“Interest Payment Date” shall mean (a) with respect to any Daily Rate Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan or Term SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing or Term SOFR Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

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Business Day of the calendar month at the end of such Interest Period and (iii) no Interest Period for any Loan shall extend beyond the maturity date of such Loan. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 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.

“Interpolated Rate” shall mean, in relation to the LIBO Rate or the EURIBO Rate for any Borrowing, the rate which results from interpolating on a linear basis between: (a) (x), in the case of the LIBO Rate, the rate appearing on the Reuters screen (or another commercially available source as designated by the Administrative Agent from time to time) for the LIBO Rate or (y), in the case of EURIBO Rate, the rate appearing on the Reuters screen (or another commercially available source as designated by the Administrative Agent from time to time) for the EURIBO Rate, in each case, for the longest period (for which that rate is available) which is less than the Interest Period for such Borrowing and (b) the rate appearing on such screen or other source, as the case may be, for the shortest period (for which that rate is available) which exceeds the Interest Period for such Borrowing, each as of approximately 11:00 A.M., London time, (x) in the case of the LIBO Rate, two Business Days or (y) in the case of the EURIBO Rate, two Target Days prior to the commencement of such Interest Period.

“Investment Fund” means an Affiliate of Parent Company (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which none of Parent Company, Holdings or any of its subsidiaries possesses, directly or indirectly, the power to make, cause or direct the individual investment decisions for such entity, in each case identified as such in any related Assignment and Acceptance and reasonably acceptable to the Administrative Agent.

“IRS” shall mean the United States Internal Revenue Service.

“Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as the issuer of the Existing Letters of Credit, (b) each of the Revolving Credit Lenders with an L/C Commitment set forth on Schedule 2.01, in each case acting through any of its Affiliates or branches, in its capacity as an issuer of Letters of Credit hereunder and (c) any other Lender that may become an Issuing Bank pursuant to Section 2.22(i) or 2.22(k), with respect to Letters of Credit issued by such Lender. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch. It is understood that, after the 2016 Restatement Date, Cooperatieve Rabobank U.A. may become an Issuing Bank pursuant to Section 2.22(k).

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“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“L/C Disbursement” shall mean a payment or disbursement made by any Issuing Bank pursuant to a Letter of Credit issued by such Issuing Bank.

“L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time that are denominated in Dollars, plus the Dollar Equivalent at such time of the aggregate undrawn amount of all outstanding Letters of Credit denominated in a Designated Foreign Currency at such time and (b) the aggregate principal amount of all L/C Disbursements in respect of Letters of Credit denominated in Dollars, plus the Dollar Equivalent at such time of the aggregate principal amount of all L/C Disbursements in respect of Letters of Credit denominated in Designated Foreign Currencies, in each case that have not yet been reimbursed by or on behalf of the Revolving Borrowers at such time. The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.

“L/C Participation Fees” shall have the meaning assigned to such term in Section 2.05(c).

“Legal Reservations” shall mean (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, bankruptcy, reorganization and other laws generally affecting the rights of creditors; (b) the time barring of claims under any applicable laws, the possibility that an undertaking to assume liability for or indemnify a Person against non-payment of Taxes may be void and defenses of set-off or counterclaim; (c) similar principles, rights and defenses under the laws of any relevant jurisdiction; and (d) any other matters of law of general application which may limit validity, enforceability or perfection in any relevant jurisdiction.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance or an Incremental Assumption Agreement (other than, in the case of clauses (a) and (b), any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance).

“Letter of Credit” shall mean any standby letter of credit (which shall not include any trade letter of credit) issued pursuant to Section 2.22 and any Existing Letter of Credit.

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period denominated in a currency other than Euro, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration Interest Settlement Rates for deposits in such currency (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration Limited (or any successor administrator) as an authorized information vendor for the purpose of displaying such rates (or, if the ICE Benchmark Administration Limited no longer administers such rate, the equivalent rate for deposits in such currency administered by any successor administrator of such rate) for a period equal to such Interest Period; provided that, to

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the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“PEGHI” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the U.S. Collateral Agreement.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(h). If any acquisition is consummated in accordance with Section 6.04(i), each such acquisition shall be deemed to have been a Permitted Acquisition for all purposes of this Agreement and the other Loan Documents.

“Permitted Affiliated Lender Exchange Debt” shall mean debt securities of Holdings, the Borrowers or a Parent Company issued to an Affiliated Lender in exchange for Term Loans of such Affiliated Lender pursuant to Section 9.04(m)(i)(C); provided that (a) such Indebtedness may be unsecured or secured on a junior basis to (but not on a pari passu basis with) the Obligations, (b) such Indebtedness shall not be guaranteed by any Subsidiary or Affiliate of Holdings that is not a Guarantor, (c) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Subsidiary or any Affiliate of Holdings other than assets constituting Collateral, (d) the final maturity date of such Indebtedness shall be no earlier than the Maturity Date with respect to the Term Loans exchanged for such Indebtedness, (e) the weighted average life to maturity of such Indebtedness shall be no shorter than the weighted average life to maturity of the Term Loans exchanged for such Indebtedness, (f) none of the interest rates, fees or other pricing terms with respect to such Indebtedness provides for greater payments than those with respect to the Term Loans exchanged for such Indebtedness and (g) the other terms of such Indebtedness, taken as a whole, are no more favorable to the holder thereof than the terms applicable to the Term Loans exchanged for such Indebtedness.

“Permitted Amendments” shall mean any or all of the following: (i) the extension of the final maturity date and scheduled amortization of the applicable Loans and/or Commitments of the Accepting Lenders, (ii) increases or decreases to the scheduled amortization payments of the applicable Term Loans of the Accepting Lenders; provided that the weighted average life to maturity of the Term Loans of the Accepting Lenders after giving effect to the Permitted Amendments with respect thereto shall be no shorter than the weighted average life to maturity of the Term Loans of the Affected Class held by Lenders that are not Accepting Lenders, (iii) increases or decreases in the Applicable Margins and/or Fees payable with respect to the applicable Loans and/or Commitments of the Accepting Lenders, (iv) the inclusion of additional fees to be payable to the Accepting Lenders, (v) modifications to the prepayment provisions with respect to the Loans of the Accepting Lenders; provided that such Accepting Lenders may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments or prepayments under this Agreement, and (vi) such

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amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to treat the modified Loans and Commitments

Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure.

“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or outstanding Revolving Credit Exposure.

“Revolving Credit Maturity Date” shall mean August 5, 2024; provided that if on any Springing Maturity Date with respect to any Reference Debt that occurs prior to the then-scheduled Revolving Credit Maturity Date, the outstanding principal amount of such applicable Reference Debt exceeds $500,000,000, the Revolving Credit Maturity Date shall instead be such Springing Maturity Date.

“Revolving Loans” shall mean the revolving loans made by the Lenders to the Revolving Borrowers pursuant to Section 2.01(a). Unless the context shall otherwise require the term “Revolving Loans” shall include Loans made by Incremental Revolving Credit Lenders pursuant to their Incremental Revolving Credit Commitments.

“RGHI” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“S&P” shall mean S&P Global Ratings, or any successor thereto.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“Second Incremental Assumption Agreement” shall mean the Incremental Assumption Agreement dated as of February 7, 2017, relating to this Agreement.

“Second Restated Credit Agreement” shall mean the Second Amended and Restated Credit Agreement dated as of August 9, 2011 (as amended, supplemented or otherwise modified prior to the Third Restatement Date), among Holdings, the Borrowers party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent.

“Secured Parties” shall mean (a) the Bank Secured Parties, (b) the holders of the Senior Secured Notes, (c) the Indenture Trustee, (d) the successors and assigns of each of the foregoing and (e) each other “Secured Party” as defined in the First Lien Intercreditor Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

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“Security Documents” shall mean the Mortgages, the Collateral Agreements, each Affiliate Subordination Agreement and each of the security agreements, mortgages and other

“Senior Unsecured Note Indenture” shall mean each of (a) the February 2011 8.250% Senior Unsecured Note Indenture, (b) the August 2011 9.875% Senior Unsecured Note Indenture, (c) the February 2012 9.875% Senior Unsecured Note Indenture, (d) the June 2016 7.000% Senior Unsecured Note Indenture and (e) any other indenture or note purchase agreement under which any senior unsecured notes are issued (or in the case of Senior Unsecured Notes in the form of bridge loans, the loan agreement with respect thereto), in each case, as the same may be amended, restated, supplemented, substituted, replaced, refinanced or otherwise modified from time to time in accordance with Sections 6.01(m), 6.01(w) or 6.01(bb) (but excluding the November 2013 5.625% Senior Unsecured Note Indenture).

“Senior Unsecured Notes” shall mean each of (a) (i) the February 2011 8.250% Senior Unsecured Notes, (ii) the August 2011 9.875% Senior Unsecured Notes, (iii) the February 2012 9.875% Senior Unsecured Notes and (iv) the June 2016 7.000% Senior Unsecured Notes and (b) any other senior unsecured notes issued pursuant to an indenture or note purchase agreement or senior unsecured bridge loan of any Loan Party issued or incurred pursuant to Section 6.01(m), 6.01(w) or 6.01(bb) (but excluding the November 2013 5.625% Senior Unsecured Notes); provided that (x) in the case of clause (b), (A) the final maturity date of such Indebtedness is no earlier than the date that is 91 days after the Latest Term Loan Maturity Date and (B) the weighted average life to maturity of such Indebtedness is no shorter than the weighted average life to maturity of the Term Loans and (y) in each case of clauses (a) and (b),the obligations in respect thereof shall not be guaranteed by any Subsidiary or Affiliate of Holdings that is not a Guarantor.

“September 2012 5.750% Senior Secured Note Indenture” shall mean the senior secured note Indenture dated as of September 28, 2012, among the U.S. Issuers, the Luxembourg Issuer, the other Loan Parties party thereto and the Indenture Trustee, pursuant to which the September 2012 5.750% Senior Secured Notes were issued.

“September 2012 5.750% Senior Secured Notes” shall mean the Senior Secured Notes issued on September 28, 2012, by the Luxembourg Issuer and the U.S. Issuers in an aggregate principal amount of $3,250,000,000, including any Senior Secured Notes into which such notes may be exchanged in accordance with the provisions of the September 2012 5.750% Senior Secured Notes Indenture.

“Similar Business” shall mean (a) any businesses, services or activities engaged in by Holdings or any Subsidiary on the 2016 Restatement Date and (b) any businesses, services and activities engaged in by Holdings or any Subsidiary that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“SOFR” with respect to any day shall mean the secured overnight financing rate published for such dayas administered by the Federal Reserve Bank of New York, as the

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administrator of the benchmark (or a successor administrator), onas the Federal Reserve Bank of New York’s Websiteadministrator of the secured overnight financing rate.

“Term Loan Repayment Dates” shall mean (a) the dates scheduled for the repayment of principal of Term Loans set forth in Section 2.11(a) and (b) any Incremental Term Loan Repayment Dates.

“Term Loans” shall mean the U.S. Term Loans and the European Term Loans. Unless the context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans made after the 2016 Restatement Date.

“Term SOFR” shall mean:

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of three months on the day (such day, the “ABR Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.

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“Term SOFR Adjustment” means (a) 0.11448% for a one-month Interest Period, (b) 0.26161% for a three-month Interest Period and (c) 0.42826% for a six-month Interest Period.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing” means a Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” means a Loan that bears interest at a rate based on the Adjusted Term SOFR, other than pursuant to clause (b) of the definition of “Alternate Base Rate”.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Third Restatement Date” shall mean September 28, 2012.

“Total Debt” shall mean, at any time, the aggregate principal amount of total Indebtedness of Holdings and the Subsidiaries at such time of the types described under clauses (a) (excluding Indebtedness of Holdings consisting of Subordinated Shareholder Loans), (b), (f), (g) (to the extent related to Indebtedness that could constitute “Total Debt” hereunder), (h), (j) (to the extent relating to Disqualified Stock), (k) (to the extent of any unreimbursed drawings thereunder) and (l) of the definition of the term “Indebtedness”. For the avoidance of doubt, Total Debt shall not include intercompany Indebtedness of Holdings or a Subsidiary to Holdings or a Subsidiary. Notwithstanding the foregoing, Total Debt shall include Indebtedness under any receivables financing to the extent, and only to the extent, such Indebtedness is included in the calculation of “Senior Secured First Lien Indebtedness” (or any similar term) in any Senior Secured Note Indenture or “Secured Indebtedness” (or any similar term) in any Senior Unsecured Note Indenture, in each case in effect on the date of determination.

“Total Leverage Ratio” shall mean, on any date, the ratio of (a) the Total Debt minus, without duplication, Unrestricted Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time. The Total Revolving Credit Commitment is $302,300,000 as at the 2016 Restatement Date.

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discharged) minus, without duplication, Unrestricted Cash, in each case on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission.

“Tranche B-1 U.S. Term Lender” shall mean a Lender with a Tranche B-1 U.S. Term Loan.

“Tranche B-1 U.S. Term Loan Maturity Date” shall mean February 5, 2023.

“Tranche B-1 U.S. Term Loans” shall mean the U.S. Term Loans made prior to the Amendment No. 13 Effective Date that were designated as “Tranche B-1 U.S. Term Loans” pursuant to Amendment No. 13. As of the Amendment No. 13 Effective Date and after giving effect to any prepayment thereof with the proceeds of the Tranche B-2 U.S. Term Loans and the proceeds of the Notes Offering (as defined in Amendment No. 13), the aggregate outstanding principal amount of Tranche B-1 U.S. Term Loans is $1,206,535,777.48.

“Tranche B-2 U.S. Term Lender” shall mean a Lender with a Tranche B-2 U.S. Term Loan.

“Tranche B-2 U.S. Term Loan Maturity Date” shall mean February 5, 2026.

“Tranche B-2 U.S. Term Loans” shall mean the term loans made pursuant to Amendment No. 13 on the Amendment No. 13 Effective Date. As of the Amendment No. 13 Effective Date, the aggregate outstanding principal amount of Tranche B-2 U.S. Term Loans is $1,250,000,000.

“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.

“Transactions” shall have the meaning assigned to such term in the Existing Credit Agreement.

“Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO RateTerm SOFR, the Alternate Base Rate, the EURIBO Rate and the Foreign Base Rate.

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“U.K. Bank Levy” shall mean the United Kingdom Tax called the “Bank Levy”, the introduction of which was announced by the United Kingdom government on June 22, 2010,

subsidiary of an Unrestricted Subsidiary. Holdings may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (A) no Event of Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation, Holdings shall be in Pro Forma Compliance with the covenant set forth in Section 6.12, (C) any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (D) Holdings shall have delivered to the Administrative Agent a certificate executed by a Financial Officer of Holdings, certifying compliance with the requirements of the preceding clauses (A) and (B), and containing the calculations and information required by the preceding clause (B); provided further that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary.

“U.S. Borrowers” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“U.S. Collateral Agreement” shall mean the Collateral Agreement dated as of November 5, 2009, among the U.S. Borrowers and the Subsidiaries that are organized in the United States and that are party thereto, certain other Subsidiaries party thereto and The Bank of New York Mellon, as Collateral Agent for the benefit of the Secured Parties, attached hereto as Exhibit F.

“U.S. GAAP” shall mean generally accepted accounting principals in effect from time to time in the United States, applied on a consistent basis.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Issuers” shall mean Reynolds Group Issuer LLC, a Delaware limited liability company, and Reynolds Group Issuer Inc., a Delaware corporation, each of which is a Wholly Owned Subsidiary of Holdings (and their respective successors which shall be Wholly Owned Subsidiaries of Holdings).

“U.S. Principal Borrower” shall mean RGHIPEGHI or any replacement Principal Borrower with respect to any Credit Facility denominated in Dollars designated as set forth in Section 9.21(a)(iii).

“U.S. Recipient” shall mean, as applicable, any Recipient of payments on or in respect of the U.S. Term Loans, the Revolving Loans, Incremental Term Loans to a U.S. Borrower or a Letter of Credit, including any fees related thereto.

“U.S. Special Resolution Regimes” shall have the meaning assigned to such term in Section 9.27.

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GAAP (or change contemplated by Section 6.13(b)) occurring after the Closing Date on the operation of such covenant (or if the Administrative Agent notifies Holdings that the Required Lenders wish to amend Article VI or any related definition for such purpose), then Holdings’ compliance with such covenant shall be determined, with respect to the relevant change in GAAP, on the basis of GAAP in effect immediately before such change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to (x) with respect to changes in GAAP related to pension or lease accounting, revenue recognition or financial instruments, Holdings and the Administrative Agent in its sole discretion and (y) with respect to other changes to GAAP, Holdings and the Required Lenders.

1.3 Pro Forma Calculations. (a)All pro forma calculations permitted or required to be made by Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act, or (c) have been certified by a Financial Officer of Holdings as having been prepared in good faith based upon reasonable assumptions.

(b) For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to Section 2.23 (including the definition of Incremental Facility Amount), 6.01(i) or 6.01(l), in each case in reliance on a pro forma calculation of the Total Secured Leverage Ratio, such pro forma calculation of the Total Secured Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination secured by Liens pursuant to Section 6.02(dd) or, in the case of a calculation under Section 1.07, any proposed incurrence of Indebtedness on the closing date of a Limited Condition Acquisition to be secured by Liens pursuant to Section 6.02(dd).

1.4 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “EurocurrencyTerm SOFR Loan”) or by Class and Type (e.g., a “EurocurrencyTerm SOFR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “EurocurrencyTerm SOFR Borrowing”) or by Class and Type (e.g., a “EurocurrencyTerm SOFR Revolving Credit Borrowing”).

1.5 Exchange Rate Calculations. On each Calculation Date, the Administrative Agent shall (a) determine the Exchange Rate as of such Calculation Date and (b) give notice thereof to the Borrowers. The Exchange Rate so determined shall become effective on such Calculation Date and shall remain effective until the next succeeding Calculation Date, and shall for all purposes relating to the Revolving Credit Commitments and the extensions of credit thereunder (other than as set forth below or in any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting amounts between Dollars and any Designated Foreign Currency. Whenever it shall be necessary to determine the Required Lenders, or the allocation of any payment to be made to or by the Lenders holding Loans and Commitments denominated in Euro or another Designated Foreign Currency, (a) the Dollar Equivalent of the Term Loans denominated in any Designated Foreign Currency as determined at the time such Term Loans are made and (b) the Dollar Equivalent of the Revolving Credit Commitments denominated in any Designated Foreign Currency at the time such

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Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum (except, with respect to any Borrowing of Incremental Term Loans or Other Revolving Loans, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.02(f), 2.08, 2.15 and 2.22(f), (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or EurocurrencyTerm SOFR Loans as the applicable U.S. Borrower may request pursuant to Section 2.03 and (ii) each Borrowing denominated in a Designated Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing that, if made, would result in more than 14 EurocurrencyTerm SOFR Borrowings of the U.S. Borrowers in the aggregate and six Eurocurrency Borrowings of the European Borrowers in the aggregate being outstanding hereunder at any time (or in each such case such greater number of Eurocurrency Borrowings or Term SOFR Borrowings, as applicable, permitted by the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency to such account as the Administrative Agent may designate not later than (i) 12:00 (noon), New York City time, in the case of a EurocurrencyTerm SOFR Borrowing denominated in Dollars or an ABR Borrowing or (ii) 8:00 a.m., New York City time, in the case of any Borrowings denominated in a Designated Foreign Currency, and the Administrative Agent shall promptly credit the amounts so received to an account in the name of the applicable Borrower, designated by such Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

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any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of such Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

2.3 Borrowing Procedure. In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a EurocurrencyTerm SOFR Borrowing denominated in Dollars, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or e-mail delivery to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche B-1 U.S. Term Loans, Tranche B-2 U.S. Term Loans, Tranche B-3 U.S. Term Loans, European Term Loans, Incremental Term Loans of any other Class, Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a Eurocurrency Borrowing, a Term SOFR Borrowing or an ABR Borrowing (or a FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency Borrowing or a Term SOFR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.02 and (y) no Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing or Term SOFR Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

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commencing with the 2016 Restatement Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated); provided that (i) if any Revolving Credit Exposure remains outstanding following any such expiration or termination of the Revolving Credit Commitments, the Facility Fees with respect to such Revolving Credit Exposure shall continue to accrue for so long as such Revolving Credit Exposure remains outstanding and shall be payable on demand and (ii) if any Revolving Credit Lender shall become a Defaulting Lender, the portion of such Facility Fee attributable to the unused amount of the Revolving Credit Commitment of such Defaulting Lender shall cease to accrue and shall not be payable hereunder for so long as such Revolving Credit Lender shall be a Defaulting Lender. All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b) Each Borrower agrees to pay to the Administrative Agent, for its own account and the accounts of its Affiliates referred to therein, the fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c)Each Revolving Borrower agrees to pay to each Revolving Credit Lender (other than a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (the “L/C Participation Fees”) in Dollars calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the 2016 Restatement Date or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Margin from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurocurrency Loans and Term SOFR Loans pursuant to Section 2.06. Each Revolving Borrower agrees to pay to each Issuing Bank for its own account, the fronting, issuing and drawing fees specified from time to time by such Issuing Bank (the “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the applicable Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

2.6 Interest on Loans. (a)Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Subject to the provisions of Section 2.07, the Loans comprising each EurocurrencyTerm SOFR Borrowing shall bear interest (computed on the basis of the

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actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO RateTerm SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)Subject to the provisions of Section 2.07, the Loans comprising each FBR Borrowing shall bear interest (computed on the basis of the actual days elapsed over a year of 360 days, as the case may be) at a rate per annum equal to the Foreign Base Rate in effect for such Borrowing plus the Applicable Margin.

(d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate, Foreign Base Rate or Adjusted LIBOTerm SOFR or EURIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(e) Subject to the provisions of Section 2.07, the Loans comprising each Eurocurrency Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

2.7 Default Interest. If any Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, until such defaulted amount shall have been paid in full, to the extent permitted by law, all overdue amounts outstanding under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (a) in the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (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 (iv) 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.

2.8 Alternate Rate of Interest. (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowing or Term SOFR Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateTerm SOFR or the EURIBO Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or

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(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO RateTerm SOFR or the EURIBO Rate for the applicable currency and/or such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to Holdings and the Lenders by hand delivery, facsimile or other electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies Holdings and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any request by a Borrower for the conversion of any Borrowing to, or continuation of any Borrowing as, a EurocurrencyTerm SOFR Borrowing shall be ineffective and such Borrowing shall be converted to a Daily Rate Borrowing on the last day of the Interest Period applicable thereto and the utilization of the LIBO Rate Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended on the last day of the Interest Period applicable thereto and (ii) if any Borrowing Request requests a Term SOFR Borrowing or Eurocurrency Borrowing, as applicable, then such Borrowing shall be made as a Daily Rate Borrowing and, in the case of a Borrowing denominated in Dollars, the utilization of the LIBO Rate Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended; provided, however, that (x) in each case, Holdings may revoke any Borrowing Request that is pending when such notice is received and (y) if the circumstances giving rise to such notice affect only Borrowings in certain currencies, then Eurocurrencythe Borrowings in unaffected currencies shall be permitted to the extent otherwise permitted by this Agreement.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and Holdings may amend this Agreement to replace any Benchmark Rate with a Benchmark Replacement. Any such amendment with respect to—a—Benchmark—Transition—Eventany Benchmark for Borrowings and Loans denominated in Dollars with (x) a Benchmark Replacement determined in accordance with clause (a) of the definition of “Benchmark Replacement” will be effective without any further action or consent of any other party to this Agreement or any other Loan Document and (y) a Benchmark Replacement determined in accordance with clause (b) of the definition of “Benchmark Replacement” for all purposes hereunder and under any Loan Document in respect of any Benchmark setting will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and Holdings so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Any such amendment with respect any Benchmark for Borrowings and Loans denominated in Euros will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and Holdings so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such

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Required Lenders accept such amendment. No replacement of any Benchmark Rate with a Benchmark Replacement pursuant to this Section 2.08 will occur prior to the applicable Benchmark Transition Start Date.

(c)In connection with the implementation of or, solely with respect to a Benchmark Replacement for Borrowings or Loans denominated in Dollars, the use or administration of, a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time with the prior written consent of Holdings, not to be unreasonably withheld, delayed or conditioned.

(d) The Administrative Agent will promptly notify Holdings and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt- in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.08, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.08.

(e)Upon Holdings’ receipt of notice of the commencement of a Benchmark Unavailability Period, Holdings may revoke any request for a Borrowing of, conversion to or continuation of Eurocurrency Loans or Term SOFR Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Holdings will be deemed to have converted any such request into a request for a Borrowing of or conversion to Daily Rate Loans. During any Benchmark Unavailability Period with respect to the Adjusted Term SOFR, (x) the component of the Alternate Base Rate based upon the LIBO RateAdjusted Term SOFR will not be used in any determination of the Alternate Base Rate, (y) any request by a Borrower for the conversion of any Borrowing to, or continuation of any Borrowing as, a EurocurrencyTerm SOFR Borrowing shall be ineffective and (z) any affected Borrowing shall be converted to a Daily Rate Borrowing on the last day of the Interest Period applicable thereto.

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after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, to the extent any Tranche B-1 U.S. Term Loans are outstanding under this Agreement with respect to which the terms of this Section 2.08 do not apply, solely for purposes of determining whether the Required Lenders have taken any action contemplated by this Section 2.08 or the definition of the term “Benchmark Transition Start Date” or “Early Opt-in Election”, such Tranche B-1 U.S. Term Loans shall be disregarded in making such determination.

2.9 Termination and Reduction of Commitments. (a)Any Incremental Term Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitments shall automatically terminate on the earlier to occur of (i) the termination of the applicable Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving Credit Maturity Date.

(b) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the applicable U.S. Borrowers or the applicable European Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Class or the Revolving Credit Commitments extended to such Borrowers; provided, however, that (i) each partial reduction of any Term Loan Commitments or any Revolving Credit Commitments of any Class shall be in an integral multiple of the Borrowings Multiple and in a minimum amount equal to the Borrowing Minimum and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or backstopped in a manner reasonably satisfactory to the Administrative Agent) at the time. Notwithstanding anything to the contrary contained in this Agreement, the applicable U.S. Borrowers and the applicable European Borrowers may rescind any notice of termination under this Section 2.09 if such termination would have resulted from a refinancing of all of the relevant Loans, which refinancing shall not be consummated or shall otherwise be delayed.

(c)Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of a Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. The U.S. Borrowers or the European Borrowers, as applicable, shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, of any Revolving Credit Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

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2.10 Conversion and Continuation of Borrowings. The applicable Borrowers shall have the right at any time upon prior irrevocable written notice to the Administrative Agent (a) not later than 12:00 (noon), New York City Time, three Business Days prior to the day of conversion or continuation, to (x) convert any EurocurrencyTerm SOFR Borrowing denominated in Dollars into an ABR Borrowing or to continue any EurocurrencyTerm SOFR Borrowing denominated in Dollars as a EurocurrencyTerm SOFR Borrowing for an additional Interest Period, (y) convert any ABR Borrowing into a EurocurrencyTerm SOFR Borrowing or (z) convert the Interest Period with respect to any EurocurrencyTerm SOFR Borrowing denominated in Dollars to another permissible Interest Period and (b) not later than 12:00 (noon), New York City time, four Business Days prior to conversion or continuation, to (A) continue any Eurocurrency Borrowing denominated in a Designated Foreign Currency as a Eurocurrency Borrowing for an additional Interest Period or (B) convert the Interest Period with respect to any Eurocurrency Borrowing denominated in a Designated Foreign Currency to another permissible Interest Period, subject in each case to the following:

(a) [reserved];

(b) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(c) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(d) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; and accrued interest on any Eurocurrency Loan or any Term SOFR Loan (or portion thereof) being converted shall be paid by the applicable Borrower at the time of conversion;

(e) if any Eurocurrency Borrowing or any Term SOFR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the applicable Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(f) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurocurrency Borrowing or a Term SOFR Borrowing;

(g) any portion of a Eurocurrency Borrowing or a Term SOFR Borrowing that cannot be converted into or continued as a Eurocurrency Borrowing or a Term SOFR Borrowing, as applicable, by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into a Daily Rate Borrowing;

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(h) no Interest Period may be selected for any Eurocurrency Borrowing or any Term SOFR Borrowing that would end later than a Term Loan Repayment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurocurrency Borrowings or the Term SOFR Borrowings comprised of Term Loans or Other Term Loans, as applicable, with Interest Periods ending on or prior to such Term Loan Repayment Date and (B) the Daily Rate Term Borrowings comprised of Term Loans or Other Term Loans, as applicable, would not be at least equal to the principal amount of Term Borrowings to be paid on such Term Loan Repayment Date; and

(i) upon notice to the Borrowers from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of an Event of Default, (A) no outstanding Loan (except, and subject to clause (C), Loans comprising a Borrowing denominated in a Designated Foreign Currency) may be converted into, or continued as, a EurocurrencyTerm SOFR Loan, (B) each outstanding EurocurrencyTerm SOFR Borrowing denominated in Dollars shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing and (C) no Interest Period in excess of one month may be selected for any Borrowing denominated in a Designated Foreign Currency.

Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the applicable Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a Term SOFR Borrowing or an ABR Borrowing or, to the extent required by Section 2.10(vii), an FBR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or a Term SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurocurrency Borrowing or a Term SOFR Borrowing, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the applicable Lenders of any notice given pursuant to this Section 2.10 and of each such Lender’s portion of any converted or continued Borrowing. If the applicable Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), (i) in the case of a Borrowing denominated in Dollars, automatically be continued as an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Designated Foreign Currency, automatically be continued as a new Eurocurrency Borrowing with an Interest Period of one month.

2.11 Repayment of Term Borrowings. (a) (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 Amendment No. 13 Effective Date, for the account of the Tranche B-2 U.S. Term Lenders, a principal amount of the Tranche B-2 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

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aggregate principal amount of the Tranche B-2 U.S. Term Loans made on the Amendment No. 13 Effective Date.

(b) The European Borrowers shall pay to the Administrative Agent, for the account of the European Term Lenders, on the last Business Day of each calendar quarter following the 2017 Incremental Term Loan Effective Date (commencing with the calendar quarter that contains the 2017 Incremental Term Loan Effective Date), a principal amount of the European 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 principal amount of the Incremental European Term Loans (as defined in the Second Incremental Assumption Agreement) made on the 2017 Incremental Term Loan Effective Date.

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

(d) Except with respect to the Term Loans described in the preceding clauses of this Section 2.11(a), the applicable Term Borrower or Term Borrowers shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the European Term Loan Maturity Date, the Tranche B-1 U.S. Term Loan Maturity Date, the Tranche B-2 U.S. Term Loan Maturity Date, the Tranche B-3 U.S. Term Loan Maturity Date or the Incremental Term Loan Maturity Date, as the case may be, applicable to such Class of Term Loans or Other Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(c)All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

2.12 Voluntary Prepayment. (a)The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, following written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent not later than 12:00 (noon), New York City time, (i) three Business Days prior to the date of prepayment, in the case of EurocurrencyTerm SOFR Loans denominated in Dollars, (ii) four Business Days prior to the date of prepayment, in the case of Eurocurrency Loans denominated in a Designated Foreign Currency and (iii) one Business Day prior to the date of prepayment, in the

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case of ABR Loans; provided, however, that (x) each partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (y) at the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 2.12(a), such prepayment may not, so long as no Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.

(b) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Event of Default has occurred and is continuing, Holdings, any Borrower or any of their Subsidiaries (each, a “Repurchaser”) may repurchase outstanding Term Loans pursuant to this Section 2.12 on the following basis:

(a) The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

(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 RateTerm SOFR) 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

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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.

2.13 Mandatory Prepayments. (a)In the event of any termination of all the Revolving Credit Commitments, the Revolving Borrowers shall, on the date of such termination, repay or prepay all outstanding Revolving Credit Borrowings and replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and each Issuing Bank) all outstanding Letters of Credit issued by each such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time (including on any Calculation Date), the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Revolving Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or cash collateralize or backstop pursuant to arrangements satisfactory to the Administrative Agent and such Issuing Bank) Letters of Credit issued by each such Issuing Bank in an amount sufficient to eliminate such excess.

Sections 2.13(f) and 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(h) Notwithstanding the foregoing provisions, to the extent that repatriating any or all of the Net Cash Proceeds from any Asset Sale or Excess Cash Flow attributable to a Foreign Subsidiary (x) would result in material adverse tax consequences to Holdings or any Subsidiary or (y) is prohibited or delayed by applicable local law from being repatriated to any jurisdiction that would enable such amounts to be applied to prepayment pursuant to this Section 2.13 (in the case of the foregoing clauses (x) and (y), as reasonably determined by Holdings in good faith, which determination shall be conclusive), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied in compliance with the foregoing provisions, and such amounts may be retained by the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred to any other Foreign Subsidiary; provided, however, that, in the case of this clause (y), if the Net Cash Proceeds or Excess Cash Flow the repatriation of which is prohibited or delayed by applicable local law exceeds $10.0 million, Holdings shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow can be achieved such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied (whether or not repatriation actually occurs), in compliance with the foregoing provisions (A) in the case of Excess Cash Flow, within 10 Business Days thereafter and (B) in the

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case of Net Cash Proceeds from Any Asset Sale, within the time periods specified in Section 2.13(b) above (measured from the date such Net Cash Proceeds can be repatriated, whether or not such repatriation actually occurs).

2.14 Reserve Requirements; Change in Circumstances.
(a)Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBOEURIBO Rate) or shall impose on such Lender or such Issuing Bank or the applicable interbank market any other condition (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, (ii) measured by net income or profits, franchise, branch profits or similar Taxes or (iii) arising under FATCA) affecting this Agreement or Eurocurrency Loans or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurocurrency Loans or Term SOFR Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the U.S. Borrowers or the European Borrowers, as applicable,

regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

2.15 Change in Legality. (a)Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or any Term SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any Term SOFR Loan, then, by written notice to the applicable Borrowers and to the Administrative Agent:

(a) such Lender may declare that Eurocurrency Loans or Term SOFR Loans, as applicable, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or Term SOFR Loans, as applicable, whereupon any request for a Eurocurrency Borrowing or Term SOFR Borrowing (or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or a Term SOFR Borrowing or to continue a Eurocurrency Borrowing or a Term SOFR Borrowing for an additional Interest Period), as applicable, shall, as to such Lender only, be deemed a request for a Daily Rate Loan (or a request to continue a Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan or a Term SOFR Loan into a Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(b) such Lender may require that all outstanding Eurocurrency Loans or Term SOFR Loans, as applicable, made by it be converted to Daily Rate Loans, in which event

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all such Eurocurrency Loans shall be automatically converted to Daily Rate Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Term SOFR Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency Loans or Term SOFR Loans, as applicable, of such Lender shall instead be applied to repay the Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

(b) For purposes of this Section 2.15, a notice to the applicable Borrowers by any Lender shall be effective as to each Eurocurrency Loan or Term SOFR Loan, as applicable, made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrowers.

2.16 Breakage. The applicable Borrowers shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurocurrency Loan or Term SOFR Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurocurrency Loan or Term SOFR Loan to a Daily Rate Loan, or the conversion of the Interest Period with respect to any Eurocurrency LoanLoans or Term SOFR Loans, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurocurrency Loan or Term SOFR Loan to be made by such Lender (including any Eurocurrency Loan or Term SOFR Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the applicable Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of Eurocurrency Loans or Term SOFR Loans after a Borrower has given notice thereof in accordance with the provisions of this Agreement. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurocurrency Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender (as reasonably determined by such Lender) in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A reasonably detailed certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the applicable Borrowers and shall be conclusive absent manifest error.

2.17 Pro Rata Treatment. Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders, and except for prepayments of Term Loans made in accordance with Section 2.12(b) and as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Facility Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any

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Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar or Designated Foreign Currency amount.

2.18 Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement (including prepayments received pursuant to Section 2.12(b)) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrowers and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

2.19 Payments. (a)The Borrowers shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document (i) with respect to any EurocurrencyTerm SOFR Borrowings denominated in Dollars or ABR Borrowings not later than 12:00 (noon), New York City time and (ii) with respect to any Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, not later than 8:00 a.m., New York City time, on the date when due in immediately available funds, without setoff, defense or counterclaim. Each such payment (other than Issuing Bank Fees, which shall be paid directly to the applicable Issuing Bank) shall be made to the Administrative Agent at its offices at: in the case of the Administrative Agent, Eleven

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Madison Avenue, New York, NY 10010. All payments received by the Administrative Agent after (i) 12:00 (noon), New York City time, with respect to EurocurrencyTerm SOFR Borrowings denominated in Dollars or ABR Borrowings, or (ii) 8:00 a.m., New York City time, with respect to Eurocurrency Borrowings denominated in any Designated Foreign Currency or FBR Borrowings, shall be deemed received on the next Business Day (in the Administrative Agent’s sole discretion) and any applicable interest shall continue to accrue. The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

(c)The obligations of the U.S. Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of the Revolving Borrowers hereunder and under the other Loan Documents shall be joint and several. The obligations of the European Borrowers hereunder and under the other Loan Documents shall be joint and several.

the initial yield on such Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the EURIBO Rate or the Adjusted LIBO RateTerm SOFR on such Other Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made would exceed the Adjusted LIBOEURIBO Rate (without giving effect to clause (a) in the definition thereof)or the Adjusted Term SOFR, as applicable, that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (x1) the average life to maturity of such Other Term Loans and (y2) four) exceeds by more than 50 basis points the sum of (A) the margin then in effect for Term Eurocurrency Loans or Term SOFR Loans, as applicable, of any Class (which, with respect to the Term Loans of any such Class, shall be the sum of the Applicable Margin then in effect for such Eurocurrency Term Loans of such Class increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Term Loans of such Class on the date such Other Term Loans are made would exceed the Adjusted LIBOEURIBO Rate (without giving effect to clause (a) in the definition thereof)or the Adjusted Term SOFR, as applicable that would be in effect for a three-month Interest Period commencing on such date) plus (B) the amount of OID initially paid in respect of the Term Loans of such Class divided by the lesser of (x) the average life to maturity of the Term Loans of such Class as in effect at the time such Term Loans were made as determined by the Administrative Agent in its sole discretion and (y) four (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (or, in the case of that

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portion, if any, of the Yield Differential resulting from the “LIBOR floor” applicable to such Other Term Loans being greater than that applicable to such Class of Eurocurrency Loans or Term SOFR Loans , as applicable on the date such Other Term Loans are made, at the request of the CompanyBorrowers and in the discretion of the Administrative Agent, the “LIBOR floor”) then in effect for each such affected Class of Term Loans shall automatically be increased by the Yield Differential (or relevant portion thereof), effective upon the making of the Other Term Loans, and (iv) the Applicable Margin with respect to any Incremental Revolving Loans shall be equal to the Applicable Margin for the existing Revolving Loans; provided that the Applicable Margin of the existing Revolving Loans may be increased to equal the Applicable Margin for such Incremental Revolving Loans to satisfy the requirements of this clause (iv). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Notwithstanding anything to the contrary herein, each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Incremental Term Loans and/or Incremental Revolving Loans evidenced thereby, and the Administrative Agent and the Borrowers may revise this Agreement to evidence such amendments.

(c)Notwithstanding the foregoing, without the consent of the Required Lenders, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 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 the applicable Borrower or Borrowers, (ii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders and/or Incremental Revolving Credit Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement (or, if the proceeds of any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Permitted Acquisition, Section 4 of Amendment No. 6), (iii) the Administrative Agent shall have received from the applicable Borrower or Borrowers all fees and other amounts due and payable in respect of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by such Borrower or Borrowers hereunder or under any other Loan Document and (iv) except for any Incremental Revolving Commitments requested in reliance on the Specified Incremental Revolving Amount, Holdings shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date; provided that to the extent the proceeds of Loans made pursuant to any Incremental Term Loan Commitment or Incremental Revolving Credit Commitment will be used to consummate a Limited Condition Acquisition, notwithstanding anything to the contrary in Section 4.01, the conditions set forth in

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paragraphs (b) and (c) of Section 4.01 shall be required to be satisfied, at the option of Holdings, on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into or on the effective date of such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments.

(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the applicable Borrower or Borrowers, take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. With respect to Incremental Term Loans, this may be accomplished by converting each outstanding Eurocurrency Term SOFR Borrowing into an ABR Term Borrowing on the date of each Incremental Term Loan. With respect to Incremental Revolving Commitments, this may be accomplished by (i) requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) causing Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Credit Lenders or (iii) any combination of the foregoing. Any conversion of EurocurrencyTerm SOFR Loans to Daily Rate Loans contemplated in the preceding two sentences shall be subject to Section 2.16. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(i) or (ii), as applicable, required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders of the applicable Class on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which such Lenders were entitled before such recalculation.

2.24 Loan Modification Offers. (a)Holdings may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Holdings. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made.

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the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders of the Affected Class. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this Section 2.24 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and/or an officer’s certificate consistent with those delivered on the Closing Date under Section 4.02(a) and (c) of the Original Credit Agreement.

2.25 Specified Refinancing Facilities. (a)The applicable Borrowers may, from time to

time, add one or more new term loan facilities (the “Specified Refinancing Term Loan

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Exhibit B

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EXHIBIT C
to the Fourth Amended and Restated Credit Agreement

[FORM OF]

BORROWING REQUEST

To: Credit Suisse AG, as Administrative Agent
Eleven Madison Avenue
New York, NY 10010
Attention: Agency Group

[Date]

Ladies and Gentlemen:

Reference is made to the Fourth Amended and Restated Credit Agreement dated as of August 45, 2016 (as amended, supplemented or otherwise modified from time to time, the “Fourth Amended and Restated Credit Agreement”), by and among REYNOLDSPACTIV EVERGREEN GROUP HOLDINGS INC. (formerly Reynolds Group Holdings Inc.), a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPHPEGHI”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“LLC (formerly Evergreen”), REYNOLDS CONSUMER PRODUCTS LLC Packaging Inc.), a Delaware limited liability company (“RCPL”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC, a Delaware limited liability company (“CSIH”), CLOSURE SYSTEMS INTERNATIONAL INC.Evergreen”), PACTIV EVERGREEN INC. (formerly Reynolds Group Holdings Limited), a Delaware corporation (“CSII”),—CLOSURE—SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid’)—incorporated—under—the—laws—of The—Netherlands—(“CSIBV”),—BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (“BP III”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Graham”), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the Guarantors, the Lenders and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Fourth Amended and Restated Credit Agreement.

[Holdings, on behalf of,] [RGHI] [RCPHPEGHI][Pactiv][CSIH] [CSII] [Evergreen][RCPL] [BP III][CSIBV][Graham] hereby requests (select one):

A Borrowing of new Loans (the “Requested Borrowing”)

[Holdings, on behalf
of,][RGHI] [RCPHPEGHI][Pactiv][CSIH] [CSII] [Evergreen][RCPL][BP
III][CSIBV] [Graham] requests and instructs the Administrative Agent to make the Requested Borrowing available to such Borrower by (check whichever is applicable):

C-2

depositing the same in the following account maintained
with Administrative Agent:

wire transfer in accordance with the following wiring
instructions:

A conversion of Loans

A continuation of Loans

to be made on the terms set forth below:


(A)	Facility of Borrowing
(B)	Date of Borrowing, conversion or continuation (which is a Business Day)
(C)	Principal amount
(D)	Type of Loan
(E)	Interest Period
(F)	Currency of Loan

[The above request has been made to the Administrative Agent by telephone at [ ].]

[[Holdings, on behalf of,]

[RGHI] [RCPHPEGHI][Pactiv][CSIH] [CSII] [Evergreen][RCPL] [BP III] [C SIBV] [Graham] hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of Borrowing, the conditions to borrowing specified in Section 4.01 of the Fourth Amended and Restated Credit Agreement have been satisfied.

[REYNOLDS GROUP HOLDINGS LIMITEDPACTIV EVERGREEN INC., on behalf of,]

[REYNOLDSPACTIV EVERGREEN GROUP HOLDINGS INC.]

[REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC]

[PACTIV LLC]

-2-

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C-3

[CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC]

[CLOSURE SYSTEMS INTERNATIONAL INC.]

[EVERGREEN PACKAGING INC.LLC]

[REYNOLDS CONSUMER PRODUCTS LLC]

[BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L.]

[CLOSURE SYSTEMS INTERNATIONAL B.V.]

[GRAHAM PACKAGING COMPANY INC.]

By:

Name:

Title:

-3-

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 16, dated as of July 26, 2023 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the Amendment No. 16 Effective Date (as defined below), the “Credit Agreement”), by and among PACTIV EVERGREEN GROUP HOLDINGS INC. (formerly Reynolds Group Holdings Inc.), a Delaware corporation (“PEGHI”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited liability company (“Evergreen”), PACTIV EVERGREEN INC. (formerly Reynolds Group Holdings Limited), a Delaware corporation (“Holdings”), the other Borrowers and Guarantors from time to time party thereto, the Lenders from time to time party thereto and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, Holdings and the U.S. Borrowers wish to extend the Revolving Credit Maturity Date by one year;

WHEREAS, each of the Revolving Credit Lenders is willing to consent to such extension;

and

WHEREAS, Section 9.08(b) of the Credit Agreement permits the aforementioned amendment to be effected by an agreement among Holdings, the U.S. Borrowers, the Revolving Credit Lenders and the Administrative Agent.

Section 1. Amendments to the Credit Agreement. Effective as of the Amendment No. 16 Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a)

The definition of the term “Revolving Credit Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “August 5, 2024” with “August 5, 2025”.

(b)

The definition of the term “Reference Debt” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “November 1, 2024” with “November 4, 2025”.

(c)

Schedule 2.01 to the Credit Agreement is hereby amended by (i) replacing “$105,000,000” in the table under “L/C Commitment” opposite “Credit Suisse AG, Cayman Islands Branch” with “$100,000,000”, (ii) replacing “$45,000,000” in the table under “L/C Commitment” opposite “HSBC Bank USA, N.A.” with “$50,000,000” and (iii) replacing “Credit Suisse AG, Cayman Islands Branch” with “Credit Suisse AG, New York Branch”.

Section 2. Representations and Warranties. Each Loan Party hereby represents and warrants that, as of the Amendment No. 16 Effective Date:

(a)

This Amendment has been duly authorized, executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(b)

The representations and warranties of such Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (or, in the case of any

such representation or warranty already qualified by materiality, in all respects) on and as of the Amendment No. 16 Effective Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date).

Section 3. Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 16 Effective Date”) that the following conditions have been satisfied:

(a)

The Administrative Agent shall have received from the Borrowers, each Guarantor party hereto, and each Revolving Credit Lender a counterpart signed by each such party to this Amendment;

(b)

(i) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on the Amendment No. 16 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided that, for purposes of the foregoing, each reference in the representation set forth in Section 3.22 of the Credit Agreement to the 2016 Restatement Transactions and the 2016 Restatement Date shall be deemed to be a reference to the transactions contemplated by this Amendment and the Amendment No. 16 Effective Date, respectively and (ii) at the time of and immediately after the Amendment No. 16 Effective Date, no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings;

(c)

The Administrative Agent shall have received, on behalf of itself and the Revolving Credit Lenders, a favorable written opinion of Davis Polk & Wardwell LLP, counsel for Holdings and the Borrowers, and Richards, Layton & Finger, LLC, Delaware counsel for Holdings and the Borrowers, in each case (A) dated the Amendment No. 16 Effective Date, (B) addressed to the Issuing Banks, the Administrative Agent and the Revolving Credit Lenders and (C) covering such other matters relating to this Amendment as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions;

(d)

The Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party as of a recent date (but in no case less recently than within 30 days of the Amendment No. 16 Effective Date) from the Secretary of State or comparable authority in the jurisdiction of organization of such Loan Party; (ii) a certificate of the Secretary or Assistant Secretary or other authorized officer or director of each Loan Party dated the Amendment No. 16 Effective Date and certifying, to the extent applicable to such Loan Party, (A) that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent governing documents) of such Loan Party as in effect on the Amendment No. 16 Effective Date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, members or partners or shareholders (or other equivalent governing body), as applicable, of such Loan Party authorizing the execution, delivery and performance of this Amendment, and in the case of the Borrowers, the borrowings under the Credit Agreement as amended by this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a true and complete copy of the certificate or articles of incorporation or formation or other similar formation documents of such Loan Party as in effect on the Amendment No. 16 Effective Date and (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer or director as to the incumbency and specimen signature of the Secretary, Assistant Secretary or other authorized officer or director executing the certificate pursuant to clause (ii) above.

(e)

The Borrowers shall have paid to the Administrative Agent all fees and expenses due to be paid on or prior to the Amendment No. 16 Effective Date, including all reasonable and documented out-of-pocket expenses required to be paid or reimbursed under Section 9.05 of the Credit Agreement for which invoices have been presented at least two Business Days prior to the Amendment No. 16 Effective Date; and

(f)

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 Revolving Credit Lender) in writing at least three Business Days in advance of the Amendment No. 16 Effective Date, which documentation or other information is 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 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of an original executed counterpart hereof. Any signature to this Amendment may be delivered by 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 Amendment. Each of the parties to this Amendment represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

Section 5. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 6. Effect of Amendment. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re- affirmed in all respects and shall continue in full force and effect. Without limiting the foregoing, (x) the Borrowers and each Loan Party acknowledges and agrees that (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Security Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all of its Obligations on the terms and conditions set forth in the Security Documents, and hereby confirms and, to the extent necessary, ratifies the security interests granted by it pursuant to the Security Documents to which it is a party and (y) each Guarantor, hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guarantee with respect to all of its Bank Obligations. From and after the Amendment No. 16 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement, as amended hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other

Loan Documents.

Section 7. Post-Effectiveness Matters. Within 180 days after the Amendment No. 16 Effective Date (or such later date as the Administrative Agent in its sole, but reasonable, discretion may permit), Holdings shall deliver, or cause to be delivered, with respect to each existing Mortgaged Property either:

(a)

written confirmation (which confirmation may be provided in the form of an electronic mail acknowledgment in form and substance reasonably satisfactory to the Administrative Agent) from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Bank Obligations, including the Bank Obligations evidenced by the Credit Agreement, as amended hereby, for the benefit of the Secured Parties; and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Bank Obligations, including the Bank Obligations evidenced by the Credit Agreement, as amended hereby, for the benefit of the Secured Parties; or

(b)

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 Credit Agreement as amended hereby, including after giving effect to the extension of the Revolving Credit Commitments pursuant to this Amendment, 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 the 2021 Specified Refinancing and Incremental Amendment and each of the foregoing being in all respects reasonably acceptable to the Administrative Agent.

Section 8. Applicable Law; Waiver of Jury Trial; Jurisdiction; Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE

LAW OF THE STATE OF NEW YORK. The provisions of Sections 9.11 and 9.15 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

Section 9. Notices. The execution and delivery of this Amendment by the Borrowers and the satisfaction of all conditions precedent to effectiveness of this Amendment pursuant to Section 3 hereof shall be deemed to satisfy any requirement for, and constitute any notice required to be delivered to the Administrative Agent under the Credit Agreement.

[Signature Pages Follow]

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

PACTIV EVERGREEN GROUP HOLDINGS INC., as a U.S. Borrower

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV LLC, as a U.S. Borrower

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

EVERGREEN PACKAGING LLC, as a U.S. Borrower

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV EVERGREEN INC., as Holdings

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: Chief Legal Officer and Secretary

BLUE RIDGE HOLDING LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

BLUE RIDGE PAPER PRODUCTS LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

BRPP, LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

EVERGREEN PACKAGING INTERNATIONAL LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

GEC PACKAGING TECHNOLOGIES LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV MANAGEMENT COMPANY LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV PACKAGING INC.

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PCA WEST INC.

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PEI HOLDINGS COMPANY LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV EVERGREEN GROUP ISSUER INC.

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV EVERGREEN GROUP ISSUER LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

REYNOLDS PACKAGING INTERNATIONAL LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV EVERGREEN SERVICES INC.

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

MONARCH MILL POND, LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PACTIV EUROPE SERVICES LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

FABRI-KAL HOLDINGS, LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

FABRI-KAL LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

4124 MANCHESTER ROAD LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

PURE PULP PRODUCTS, LLC

By: /s/ Chandra J. Mitchell

Name: Chandra J. Mitchell

Title: VP, General Counsel and Secretary

CREDIT SUISSE AG, CAYMAN ISLAND BRANCH, as Administrative Agent

By: /s Komal Shah

Name: Komal Shah

Title: Authorized Signatory

By: /s/ Wesley Cronin

Name: Wesley Cronin

Title: Authorized Signatory

CREDIT SUISSE AG, NEW YORK BRANCH, as a Revolving Credit Lender and Issuing Bank

By: /s Komal Shah

Name: Komal Shah

Title: Authorized Signatory

By: /s/ Wesley Cronin

Name: Wesley Cronin

Title: Authorized Signatory

CITIBANK, N.A., as a Revolving Credit Lender

By: /s/ Sumeet Singal

Title: Managing Director

Name: Sumeet Singal

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Revolving Credit Lender

By: /s/ Michael Falter

Name: Michael Falter

Title: Managing Director

By: /s/ Regan Rybarczyk

Name: Regan Rybarczyk

Title: Vice President

HSBC BANK USA, N.A., as a Revolving Credit Lender and Issuing Bank

By: /s/ Matthew McLaurin

Name: Matthew McLaurin

Title: Director, Global Banking

EX-10.3

Exhibit 10.3

CONFORMED CONVENIENCE COPY SHOWING CHANGES BY THE AMENDMENT NO. 11, DATED OCTOBER 4, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED OCTOBER 7, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED FEBRUARY 7, 2017, THE AMENDMENT NO. 12, DATED AUGUST 4, 2020, THE SPECIFIED REFINANCING AMENDMENT AND AMENDMENT NO. 13, DATED OCTOBER 1, 2020, THE SPECIFIED REFINANCING AND INCREMENTAL AMENDMENT (AMENDMENT NO. 14) DATED AS OF SEPTEMBER 24, 2021, AMENDMENT NO. 15, DATED APRIL 17, 2023, AND AMENDMENT NO. 16, DATED JULY 26, 2023, TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT.

NOTE THAT THIS CONFORMED COPY IS NOT AN OPERATIVE DOCUMENT. PLEASE REFERENCE THE EXECUTED VERSION OF THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 5, 2016 AND AMENDMENTS THERETO FOR THE FINAL TERMS OF THE CREDIT AGREEMENT AS AMENDED.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of August 5, 2016
 
among
 
PACTIV EVERGREEN GROUP HOLDINGS INC., 
PACTIV LLC
 
and
 
the other Borrowers set forth herein,
as Borrowers, 
 
PACTIV EVERGREEN INC.,
 
THE LENDERS PARTY HERETO,
 
and
 
CREDIT SUISSE AG,
as Administrative Agent
                                                         
CREDIT SUISSE SECURITIES (USA) LLC
 
and
 
HSBC SECURITIES (USA) INC.
 
as Joint Bookrunners and Joint Lead Arrangers

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ARTICLE I Definitions
SECTION 1.01. Defined Terms	2
SECTION 1.02. Terms Generally	63
SECTION 1.03. Pro Forma Calculations	64
SECTION 1.04. Classification of Loans and Borrowings	64
SECTION 1.05. Exchange Rate Calculations	64
SECTION 1.06. Designation as Senior Debt	65
SECTION 1.07. Limited Condition Acquisitions	65
ARTICLE II The Credits
SECTION 2.01. Commitments	66
SECTION 2.02. Loans	66
SECTION 2.03. Borrowing Procedure	69
SECTION 2.04. Evidence of Debt; Repayment of Loans	69
SECTION 2.05. Fees	70
SECTION 2.06. Interest on Loans	71
SECTION 2.07. Default Interest	72
SECTION 2.08. Alternate Rate of Interest	72
SECTION 2.09. Termination and Reduction of Commitments	75
SECTION 2.10. Conversion and Continuation of Borrowings	75
SECTION 2.11. Repayment of Term Borrowings	77
SECTION 2.12. Voluntary Prepayment	78
SECTION 2.13. Mandatory Prepayments	81
SECTION 2.14. Reserve Requirements; Change in Circumstances	84
SECTION 2.15. Change in Legality	86
SECTION 2.16. Breakage	87
SECTION 2.17. Pro Rata Treatment	87
SECTION 2.18. Sharing of Setoffs	87
SECTION 2.19. Payments	88
SECTION 2.20. Taxes	89
SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	92
SECTION 2.22. Letters of Credit	94
SECTION 2.23. Incremental Term Loans and Incremental Revolving Credit Commitments	100
SECTION 2.24. Loan Modification Offers	104
SECTION 2.25. Specified Refinancing Facilities	104
SECTION 2.26. Permitted Debt Exchanges	106

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ARTICLE III Representations and Warranties
SECTION 3.01. Organization; Powers	109
SECTION 3.02. Authorization	109
SECTION 3.03. Enforceability	110
SECTION 3.04. Governmental Approvals	110
SECTION 3.05. Financial Statements	110
SECTION 3.06. No Material Adverse Change	110
SECTION 3.07. Title to Properties; Possession Under Leases	110
SECTION 3.08. Subsidiaries	111
SECTION 3.09. Litigation; Compliance with Laws	111
SECTION 3.10. Agreements	112
SECTION 3.11. Federal Reserve Regulations	112
SECTION 3.12. Investment Company Act	112
SECTION 3.13. Use of Proceeds	112
SECTION 3.14. Taxes	112
SECTION 3.15. No Material Misstatements	113
SECTION 3.16. Employee Benefit Plans	113
SECTION 3.17. Environmental Matters	114
SECTION 3.18. Insurance	114
SECTION 3.19. Security Documents	114
SECTION 3.20. Location of Real Property and Leased Premises	116
SECTION 3.21. Labor Matters	116
SECTION 3.22. Solvency	116
SECTION 3.23. Senior Indebtedness	116
SECTION 3.24. Sanctioned Persons	117
ARTICLE IV Conditions of Lending
SECTION 4.01. All Credit Events	117
ARTICLE V Affirmative Covenants
SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties	118
SECTION 5.02. Insurance	118
SECTION 5.03. Taxes	119
SECTION 5.04. Financial Statements, Reports, etc	119
SECTION 5.05. Litigation and Other Notices	121

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SECTION 5.06. Information Regarding Collateral	122
SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings	122
SECTION 5.08. Use of Proceeds	123
SECTION 5.09. Employee Benefits	123
SECTION 5.10. Compliance with Environmental Laws	123
SECTION 5.11. Preparation of Environmental Reports	123
SECTION 5.12. Further Assurances	124
SECTION 5.13. Post-Closing Obligations	125
ARTICLE VI Negative Covenants
SECTION 6.01. Indebtedness	125
SECTION 6.02. Liens	131
SECTION 6.03. Sale and Lease-Back Transactions	134
SECTION 6.04. Investments, Loans and Advances	134
SECTION 6.05. Mergers, Consolidations and Sales of Assets	139
SECTION 6.06. Restricted Payments; Restrictive Agreements	140
SECTION 6.07. Transactions with Affiliates	143
SECTION 6.08. Conduct of Business	145
SECTION 6.09. Other Indebtedness and Agreements	145
SECTION 6.10. [Reserved]	146
SECTION 6.11. [Reserved]	146
SECTION 6.12. Maximum Total Secured Leverage Ratio	146
SECTION 6.13. Fiscal Year	146
ARTICLE VII Events of Default
ARTICLE VIII The Administrative Agent and the Collateral Agents
ARTICLE IX Miscellaneous
SECTION 9.01. Notices; Electronic Communications	154
SECTION 9.02. Survival of Agreement	157
SECTION 9.03. [Reserved]	157

iii

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SECTION 9.04. Successors and Assigns		157
SECTION 9.05. Expenses; Indemnity		165
SECTION 9.06. Right of Setoff		167
SECTION 9.07. Applicable Law		167
SECTION 9.08. Waivers; Amendment		167
SECTION 9.09. Interest Rate Limitation		169
SECTION 9.10. Entire Agreement		169
SECTION 9.11. WAIVER OF JURY TRIAL		169
SECTION 9.12. Severability		170
SECTION 9.13. Counterparts		170
SECTION 9.14. Headings		170
SECTION 9.15. Jurisdiction; Consent to Service of Process		170
SECTION 9.16. Confidentiality		171
SECTION 9.17. Conversion of Currencies		172
SECTION 9.18. USA PATRIOT Act Notice		172
SECTION 9.19. Place of Performance		172
SECTION 9.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions		173
SECTION 9.21.	Additional Borrowers; Resignation of Borrowers	175
SECTION 9.22. Application of Proceeds		176
SECTION 9.23. Loan Parties’ Agent		177
SECTION 9.24. [Reserved]		177
SECTION 9.25. Release or Re-Assignment of Securitization Assets in Connection with a Permitted Receivables Financing		177
SECTION 9.26. Additional Intercreditor and Security Arrangements		178
SECTION 9.27. Acknowledgment Regarding Any Supported QFCs		178
ARTICLE X Guarantee
SECTION 10.01. Guarantee		179
SECTION 10.02. Guarantee of Payment		179
SECTION 10.03. No Discharge or Diminishment of Guarantee		179
SECTION 10.04. Defenses Waived		180
SECTION 10.05. Rights of Subrogation		181
SECTION 10.06. Reinstatement; Stay of Acceleration		181
SECTION 10.07. Information		181
SECTION 10.08. Maximum Liability		181
SECTION 10.09. Contribution		182
SECTION 10.10. Subordination		182
SECTION 10.11. Liability Cumulative		182
SECTION 10.12. Release of Guarantors		182
SECTION 10.13. Keepwell		183

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SCHEDULES

Schedule 1.01(a) - Existing Letters of Credit

Schedule 1.01(b) - [Reserved]

Schedule 1.01(c) - Excluded Subsidiaries

Schedule 1.01(d) - Mortgaged Property

Schedule 1.01(e) - Subsidiary Guarantors

Schedule 2.01 - Lenders and Commitments

Schedule 3.04 - Governmental Approvals

Schedule 3.08 - Subsidiaries

Schedule 3.09 - Litigation

Schedule 3.17 - Environmental Matters

Schedule 3.18 - Insurance

Schedule 3.19(a) - UCC Filing Offices
Schedule 3.19(c) - Post-Closing Mortgage Amendments

Schedule 3.19(d) - Foreign Pledge Agreement Filing Requirements

Schedule 3.20 - Owned Real Property

Schedule 6.01 - Existing Indebtedness

Schedule 6.02 - Existing Liens

Schedule 6.04(l) - Existing Investments

Schedule 6.06(b) - Existing Encumbrances

Schedule 10.03 - Limitations on Guarantees and Certain Waivers

EXHIBITS

Exhibit A - Form of Administrative Questionnaire

Exhibit B - Form of Assignment and Acceptance

Exhibit C - Form of Borrowing Request

Exhibit D - Form of Guarantor Joinder

Exhibit E - Agreed Security Principles

Exhibit F - U.S. Collateral Agreement

Exhibit G - First Lien Intercreditor Agreement

Exhibit H - Form of Affiliate Subordination Agreement

Exhibit I - Form of Junior Lien Intercreditor Agreement

Exhibit J - [Reserved]

Exhibit K - Form of Compliance Certificate

Exhibit L - [Reserved]

Exhibit M-1 - Form of Borrowing Subsidiary Agreement

Exhibit M-2 - Form of Borrowing Subsidiary Termination

Exhibit N - Form of Additional Bank Secured Party Acknowledgment

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2016 (this “Agreement”), among Pactiv evergreen group holdings inc. (formerly Reynolds Group Holdings Inc.), a Delaware corporation (“PEGHI”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited liability company (“Evergreen” and, together with PEGHI, and Pactiv, the “U.S. Borrowers” or the “Revolving Borrowers”), PACTIV EVERGREEN INC. (formerly Reynolds Group Holdings Limited), a Delaware corporation (“Holdings”), the Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Lenders and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”).

Accordingly, the parties hereto agree as follows:

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ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“2007 Intercreditor Agreement” shall mean the Intercreditor Agreement dated May 11, 2007, as amended and restated as of the Closing Date, among Holdings, BP I, the other obligors signatory thereto, and Credit Suisse AG, on behalf of the senior lenders thereunder, and as senior agent, security trustee and senior issuing bank thereunder.

“2016 Incremental U.S. Term Loans” shall mean the Incremental Term Loans made pursuant to the First Incremental Assumption Agreement.

“2016 Incremental Term Loans Effective Date” shall mean October 7, 2016, which was the “Effective Date” under and as defined in the First Incremental Assumption Agreement.

“2016 Restatement Date” shall mean August 5, 2016, which was the “Effective Date” under and as defined in Amendment No. 10.

“2016 Restatement Transactions” shall have the meaning assigned to such term in Amendment No. 10.

“2017 Incremental Term Loan Effective Date” shall mean February 7, 2017, which was the “Effective Date” under and as defined in the Second Incremental Assumption Agreement.

“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.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accepting Lenders” shall have the meaning assigned to such term in Section 2.24(a).

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(h).

“Additional Bank Secured Party Acknowledgment” shall mean an Additional Bank Secured Party Acknowledgment executed under a Prior Credit Agreement or substantially in the form attached hereto as Exhibit N or in another form permitted by the Administrative Agent.

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“Additional Specified Refinancing Lender” shall have the meaning assigned to such term in Section 2.25(b).

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that in no event shall the Adjusted Term SOFR in respect of (x) any Tranche B-3 U.S. Term Loan be less than 0.50% per annum and (y) any other Loan be less than 0% per annum.