SEC Filing | Pactiv Evergreen Inc.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 28, 2024

   

PACTIV EVERGREEN INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39528	88-0927268
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 W. Field Court
Lake Forest, Illinois		60045
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 847 482-2000

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2024, Pactiv Evergreen Inc. (the “Company”), Pactiv Evergreen Group Holdings Inc. (“PEGHI”), Pactiv LLC (“Pactiv”), Evergreen Packaging LLC (together with PEGHI and Pactiv, the “Borrowers”), certain other subsidiaries of the Company, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as term loan facility administrative agent, Wells Fargo Bank, National Association (“Wells Fargo”), as revolving credit facility administrative agent, and the lenders party thereto, entered into the Specified Refinancing Amendment and Administrative Agency Transfer Agreement (Amendment No. 18), dated as of May 28, 2024 (“Amendment No. 18”), to the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016 (as amended and supplemented from time to time, the “Credit Agreement”).

Amendment No. 18 provided for a new tranche of term loans denominated tranche B-4 U.S. term loans (the “B-4 Term Loans”), drawn in a single draw in an aggregate principal amount equal to $1,330 million by the Borrowers on May 28, 2024. The Borrowers used the proceeds of the B-4 Term Loans, together with the proceeds of revolving loans borrowed on the same date, to prepay in full the Company’s then outstanding tranche B-2 U.S. term loans and tranche B-3 U.S. term loans (collectively, the “Existing Term Loans”). The B-4 Term Loans will mature on September 24, 2028. Unlike the Existing Term Loans, the B-4 Term Loans do not provide for a credit spread adjustment, and the B-4 Term Loans will bear interest at a rate per annum equal to (i) in the case of SOFR borrowings, Term SOFR plus 2.50% and (ii) in the case of ABR borrowings, the Alternate Base Rate plus 1.50%. Amendment No. 18 also transferred all remaining administrative agent responsibilities from Credit Suisse to Wells Fargo.

The foregoing summary of Amendment No. 18 is qualified in its entirety by reference to the complete terms and provisions of Amendment No. 18, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 29, 2024, the Company issued a press release announcing the execution of Amendment No. 18. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
10.1		Specified Refinancing Amendment and Administrative Agency Transfer Agreement (Amendment No. 18), dated as of May 28, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as term loan facility administrative agent, and Wells Fargo Bank, National Association, as revolving credit facility administrative agent.
10.2		Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 18, dated May 28, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.
99.1		Press Release issued by Pactiv Evergreen Inc., dated May 29, 2024.
EX 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: May 29, 2024


	PACTIV EVERGREEN INC.

	By:		/s/ Chandra J. Mitchell
			Chandra J. Mitchell
			Chief Legal Officer and Secretary

EX-10.1

Exhibit 10.1

SPECIFIED REFINANCING AMENDMENT AND ADMINISTRATIVE AGENCY TRANSFER AGREEMENT (AMENDMENT NO. 18) dated as of May 28, 2024 (this “Agreement”), related 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 date hereof, the “Existing Credit Agreement”; and as amended by this Agreement, the “Amended Credit Agreement”), by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, Pactiv Evergreen Inc. (“Holdings”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch (“CS”), as Term Loan Facility Administrative Agent (in such capacity, the “Predecessor Term Loan Facility Administrative Agent”) and Wells Fargo Bank, National Association (“Wells Fargo”), as Revolving Credit Facility Administrative Agent and successor Term Loan Facility Administrative Agent (in its capacity as successor Term Loan Facility Administrative Agent, the “Successor Term Loan Facility Administrative Agent”, and in its capacities as Revolving Credit Facility Administrative Agent and successor Term Loan Facility Administrative Agent, the “Administrative Agent”).

Pursuant to Section 2.25 of the Existing Credit Agreement, the U.S. Borrowers have requested that the Existing Credit Agreement be amended in the form of the Amended Credit Agreement to provide for a new tranche of Term Loans constituting Specified Refinancing Term Loans (the “New Term Loan Facility”, and the loans thereunder, the “New Term Loans”), in a single draw in an aggregate principal amount equal to $1,330,000,000, the proceeds of which will be used, together with (x) cash on hand of the Borrowers and (y) the proceeds of Revolving Loans borrowed on the Amendment No. 18 Effective Date (as defined below), (i) to repay in full the Tranche B-3 U.S. Term Loans (as defined in the Existing Credit Agreement, the “Existing 2028 Term Loans”) and the Tranche B-2 U.S. Term Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Amendment No. 18 Effective Date and (ii) to pay accrued and unpaid interest, fees, premiums and expenses in connection with the foregoing and in connection with the transactions contemplated by this Agreement. This Agreement also provides for certain other amendments to the Existing Credit Agreement, including Exhibit E to the Existing Credit Agreement, effective as of the Amendment No. 18 Effective Date, as set forth in Section 4 hereof.

Each Lender holding an Existing 2028 Term Loan immediately prior to the effectiveness of this Agreement (each, an “Existing 2028 Term Lender”) that executes and delivers a consent and executed signature page to this Agreement in the form of the “Lender New Commitment” attached to the Election Notice Memorandum posted on LendAmend on May 16, 2024 (a “Lender Consent”) electing the “Cashless Settlement Option” (each, a “Cashless Settlement Term Lender”) will be deemed (i) to have agreed to the terms of this Agreement and the Amended Credit Agreement, (ii) to have agreed to exchange all of its Existing 2028 Term Loans (or such lesser amount allocated to such Lender by Wells Fargo) (as applicable, its “Cashless Settlement Term Loans”) pursuant to that certain Cashless Settlement of Existing Loans letter, dated as of May 28, 2024, among Holdings, the U.S. Borrowers, the Guarantors, the

New Term Lender (as defined below), the Predecessor Term Facility Administrative Agent and the Administrative Agent (the “Cashless Settlement Letter”) for New Term Loans in an equal principal amount and (iii) on the Amendment No. 18 Effective Date, to have exchanged its Cashless Settlement Term Loans for New Term Loans in an equal principal amount to such Cashless Settlement Term Loans.

Each Existing 2028 Term Lender that executes a Lender Consent electing the “Assignment Settlement Option” (each, a “Cash Settlement Term Lender” and, together with the Cashless Settlement Term Lenders, the “Exchanging Term Lenders”) will be deemed (i) to have agreed to the terms of this Agreement and the Amended Credit Agreement and (ii) to have agreed to (x) have all of its Existing 2028 Term Loans (its “Cash Settlement Term Loans”) prepaid by the U.S. Borrowers on the Amendment No. 18 Effective Date and (y) purchase by assignment New Term Loans in an equal principal amount to such Cash Settlement Term Loans (or such lesser amount allocated to such Lender by Wells Fargo) from the New Term Lender pursuant to procedures separately agreed between the New Term Lender and such Cash Settlement Term Lender.

Each Person that executes and delivers a signature page to this Agreement in the capacity of a “New Term Lender” (each, a “New Term Lender” and, together with the Exchanging Term Lenders, the “New B-4 Term Lenders”) will be deemed (i) to have agreed to the terms of this Agreement and the Amended Credit Agreement and (ii) to have committed to make, and confirms that it is prepared to provide, New Term Loans to the U.S. Borrowers on the Amendment No. 18 Effective Date, in an amount equal to its commitment to provide such Loans as set forth on Schedule I hereto, subject to the terms and conditions set forth herein.

Each Revolving Lender that executes and delivers a signature page to this Agreement (each, a “Consenting Revolving Lender”) will be deemed to have agreed to the terms of this Agreement and the Amended Credit Agreement.

(i) CS desires to resign in its capacity as Term Loan Facility Administrative Agent under the Existing Credit Agreement, (ii) pursuant to Section 9.08 of the Existing Credit Agreement, the New B-4 Term Lenders and the Consenting Revolving Lenders (who collectively constitute the Required Lenders) desire to appoint Wells Fargo as the Term Loan Facility Administrative Agent under the Amended Credit Agreement and (iii) in connection with said resignation of CS, CS will assign all of its duties, rights and powers in, to and under the Existing Credit Agreement, solely to the extent they relate to the administration of the Term Loans, to Wells Fargo, and Wells Fargo will accept such assignment, in each case pursuant to the terms hereof.

The establishment of the New Term Loan Facility, the resignation of CS as Term Loan Facility Administrative Agent, the appointment of Wells Fargo as successor Term Loan Facility Administrative Agent and the execution, delivery and performance by the Loan Parties of this Agreement and the payment of fees and expenses incurred in connection with the foregoing are collectively referred to herein as the “2024 Term Loan Transactions”.

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

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

SECTION 1.

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

SECTION 2.

Cashless Settlement Term Loans; Cash Settlement Term Loans; Agreement to make New Term Loans. (a) As of the Amendment No. 18 Effective Date, subject to the terms and conditions set forth herein, each Cashless Settlement Term Lender agrees that its Cashless Settlement Term Loans shall be exchanged for New Term Loans of an equivalent principal amount through a cashless rollover, as selected by such Cashless Settlement Term Lender in its Lender Consent. For all purposes of the Loan Documents, such exchange shall be deemed to constitute the making of New Term Loans by each Cashless Settlement Term Lender in such principal amount.

(b)

Subject to the terms and conditions set forth herein, each Cash Settlement Term Lender agrees that its Cash Settlement Term Loans shall be prepaid in cash by the U.S. Borrowers on the Amendment No. 18 Effective Date, and on or after the Amendment No. 18 Effective Date such Cash Settlement Term Lender shall purchase by assignment New Term Loans in a principal amount equal to such Cash Settlement Term Loans (or such lesser amount allocated to such Lender by Wells Fargo) from the New Term Lender.

(c)

Subject to the terms and conditions set forth herein, each U.S. Borrower agrees that the aggregate principal amount of Existing 2028 Term Loans that are not exchanged pursuant to Section 2(a) and the entire principal amount of Tranche B-2 U.S. Term Loans will in each case be prepaid in cash on the Amendment No. 18 Effective Date.

(d)

Each New Term Lender severally agrees to make to the U.S. Borrowers on the Amendment No. 18 Effective Date New Term Loans in a single drawing in an aggregate principal amount equal to the amount set forth opposite such New Term Lender’s name on Schedule I, which New Term Loans shall, together with the New Term Loans issued in exchange for Cashless Settlement Term Loans pursuant to Section 2(a), be deemed to be incurred pursuant to a single borrowing and constitute a single Class of New Term Loans. The commitments of each New Term Lender shall terminate at 5:00 p.m. (New York City time) on the Amendment No. 18 Effective Date.

(e)

Each U.S. Borrower agrees to pay, on the Amendment No. 18 Effective Date, to the Predecessor Term Loan Facility Administrative Agent, (i) for the account of each Existing 2028 Term Lender as of the Amendment No. 18 Effective Date, all accrued and unpaid interest on the Existing 2028 Term Loans as of but not including the Amendment No. 18 Effective Date (the “Existing 2028 Term Loan Interest Payment”) and (ii) for the account of each Tranche B-2 U.S. Term Lender (as defined in the Existing Credit Agreement) as of the Amendment No. 18 Effective Date, all accrued and unpaid interest on

the Tranche B-2 U.S. Term Loans as of but not including the Amendment No. 18 Effective Date (the “Tranche B-2 U.S. Term Loan Interest Payment”, and together with the Existing 2028 Term Loan Interest Payment, the “Term Loan Interest Prepayment”).

(f)

Unless the context shall otherwise require, (i) the New Term Loans shall constitute “Specified Refinancing Term Loans”, “Term Loans” and “Loans” and (ii) each New Term Lender shall constitute a “U.S. Term Lender”, a “Term Lender” and a “Lender”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. The New Term Loans shall have the same terms as the Existing 2028 Term Loans outstanding immediately prior to the Amendment No. 18 Effective Date, other than to the extent expressly provided in this Agreement and the Amended Credit Agreement.

SECTION 3.

Resignation and Appointment of the Term Loan Facility Administrative Agent.

(a)

Effective as of the Amendment No. 18 Effective Date, (i) CS hereby resigns as the Term Loan Facility Administrative Agent under the Existing Credit Agreement, (ii) the New B-4 Term Lenders and the Consenting Revolving Lenders (who collectively constitute the Required Lenders) hereby appoint Wells Fargo as successor Term Loan Facility Administrative Agent, (iii) Wells Fargo hereby accepts the appointment to act as Term Loan Facility Administrative Agent, (iv) except to the extent expressly provided otherwise in this Section 3, the Successor Term Loan Facility Administrative Agent hereby succeeds to and becomes vested with all the rights, powers, privileges and duties of the Predecessor Term Loan Facility Administrative Agent with respect to the term loan facilities under the Amended Credit Agreement and the other Loan Documents, (v) the Predecessor Term Loan Facility Administrative Agent is hereby discharged from all of its duties and obligations as Term Loan Facility Administrative Agent under the Existing Credit Agreement and the other Loan Documents, except with respect to the Predecessor Term Loan Facility Administrative Agent’s obligations under this Agreement and (vi) the distinction established in Amendment No. 17 to the Existing Credit Agreement between the Revolving Credit Facility Administrative Agent and the Term Loan Facility Administrative Agent shall be discontinued and there shall be a single agent under the Amended Credit Agreement in respect of all Classes now existing and hereafter established thereunder.

(b)

It is understood and agreed that (i) Wells Fargo shall bear no liability or responsibility for any actions taken or omitted to be taken by CS while CS served as the Term Loan Facility Administrative Agent under the Existing Credit Agreement, or for any other event or action related to the Existing Credit Agreement or the other Loan Documents that occurred in respect of any Term Loans prior to the Amendment No. 18 Effective Date and (ii) CS shall bear no liability or responsibility for any actions taken or omitted to be taken by Wells Fargo while Wells Fargo is serving as the Term Loan Facility Administrative Agent under the Amended Credit Agreement, or for any other event or action related to the administration of the Amended Credit Agreement that occurs after the Amendment No. 18 Effective Date. The parties hereto acknowledge and agree that, absent its own gross negligence, willful misconduct or bad faith, the Successor Term Loan Facility Administrative Agent shall not be liable for any loss or liability incurred as a consequence of the Successor Term Loan Facility Administrative Agent not having been provided with

all information or documents available to the Predecessor Term Loan Facility Administrative Agent or in the Predecessor Term Loan Facility Administrative Agent’s possession.

(c)

The parties hereto agree that, notwithstanding the resignation of CS as set forth herein, (i) the provisions of Article VIII and Section 9.05 of the Existing Credit Agreement and the equivalent provision of any other Loan Document for the benefit of the Administrative Agent (including the Term Loan Facility Administrative Agent) and its Related Parties (as defined in the Existing Credit Agreement) (such provisions collectively, the “Agent Provisions”) shall, in each case, continue in effect for the benefit of the Predecessor Term Loan Facility Administrative Agent and its Related Parties (each, an “Indemnified Predecessor Term Loan Facility Administrative Agent Party”) to the extent provided for in the Agent Provisions in respect of any actions taken or omitted to be taken by any of them, whether taken before, on or after the date of this Agreement, while it or they were acting as, or on behalf of or for the benefit of, or in fulfilling CS’s role as, the Term Loan Facility Administrative Agent and in respect of any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements that may be incurred by or asserted against any Indemnified Predecessor Term Loan Facility Administrative Agent Party in connection therewith and (ii) all references in such provisions to the Administrative Agent (including the Term Loan Facility Administrative Agent) shall be deemed to include CS as Predecessor Term Loan Facility Administrative Agent. It is understood and agreed that, for purposes of the foregoing provisions of this Section 3(c), references to any Agent Provision, including the defined terms used therein, shall be deemed to refer to such Agent Provision without giving effect to any amendment, waiver or other modification thereof after the Amendment No. 18 Effective Date.

(d)

Each of the U.S. Borrowers, each Guarantor and CS hereby expressly agrees and acknowledges that the Successor Term Loan Facility Administrative Agent, in its capacity as such, is not hereby assuming any liability (i) under or related to the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document prior to the Amendment No. 18 Effective Date and (ii) for any and all claims under or related to the Existing Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents that may have arisen or accrued prior to the Amendment No. 18 Effective Date. Without limiting the generality of the Agent Provisions, each of the U.S. Borrowers and each Guarantor hereby expressly agrees and confirms that the Successor Term Loan Facility Administrative Agent and its Related Parties shall be entitled to the benefits of the Agent Provisions, including the indemnities, expense reimbursement and exculpatory provisions set forth therein, with respect to any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, that may be incurred by or asserted against the Successor Term Loan Facility Administrative Agent or any of its Related Parties in connection with actions taken or omitted to be taken by the Predecessor Term Loan Facility Administrative Agent or any of its Related Parties prior to the Amendment No. 18 Effective Date, to the extent provided for in the Agent Provisions.

(e)

The Successor Term Loan Facility Administrative Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the

records and other information supplied to it by the U.S Borrowers, the Guarantors or the Predecessor Term Loan Facility Administrative Agent.

(f)

The parties hereto acknowledge and agree that neither the Predecessor Term Loan Facility Administrative Agent nor any of its Related Parties has made any representation or warranty with respect to (i) any recital, statement, information, warranty or representation made or delivered by any Person in or in connection with this Agreement or any Loan Document (other than as set forth in Section 6), (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document (other than, in each case prior to the Amendment No. 18 Effective Date, the covenants and agreements of the Predecessor Term Loan Facility Administrative Agent in its capacity as such), (iv) the U.S. Borrowers, the Guarantors or any Obligations, (v) the legality, validity, sufficiency, collectability, enforceability, effectiveness or genuineness of this Agreement, any Loan Document, any Obligations or any other agreement, instrument or document, or (vi) the assets, liabilities, condition (financial or otherwise), results of operations, business, creditworthiness or legal status of the U.S. Borrowers, the Guarantors or any of their Related Parties. The Successor Term Loan Facility Administrative Agent acknowledges that it has, independently and without reliance on the Predecessor Term Loan Facility Administrative Agent and its Related Parties, made its own decision to enter into this Agreement and the transactions contemplated hereby.

(g)

The parties hereto acknowledge and agree that the Successor Term Loan Facility Administrative Agent (i) has not undertaken any analysis of the Existing Credit Agreement or the other Loan Documents, (ii) has not made an independent investigation as to the completeness or accuracy of the information delivered to it by the U.S. Borrowers, the Guarantors or the Predecessor Term Loan Facility Administrative Agent, whether prior to, on or after the date hereof, and may conclusively rely thereon for all purposes under the Existing Credit Agreement, the Amended Credit Agreement and the other Loan Documents and (iii) has made no determination, and makes no representation and warranty, with respect to (A) any recital, statement, information, warranty or representation made or delivered by any Person in or in connection with this Agreement or any other Loan Document (other than as set forth in Section 6), (B) the contents of any certificate, report or other document delivered hereunder or in connection with any other Loan Document, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document (other than any covenants and agreements of the Successor Term Loan Facility Administrative Agent in its capacity as such), (D) the U.S. Borrowers, the Guarantors or any Obligations, (E) the legality, validity, sufficiency, enforceability, effectiveness or genuineness of this Agreement, any Loan Document, any Obligations or any other agreement, instrument or document, or (F) the assets, liabilities, condition (financial or otherwise), results of operations, business, creditworthiness or legal status of the U.S. Borrowers, the Guarantors or any of their Related Parties.

(h)

All provisions of the Loan Documents providing for the payment of fees and expenses of, and providing for indemnities or exculpation for the benefit of, the

Administrative Agent (including the Term Loan Facility Administrative Agent) shall remain in full force and effect for the benefit of the Successor Term Loan Facility Administrative Agent and the Predecessor Term Loan Facility Administrative Agent (in the case of the Predecessor Term Loan Facility Administrative Agent, as set forth in Section 3(c) hereof). In addition, Holdings and the U.S. Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Successor Term Loan Facility Administrative Agent or the Predecessor Term Loan Facility Administrative Agent (including the fees, charges and disbursements of counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement or any related documents.

(i)

Without limiting their obligations in any way under any Loan Document, each of the U.S. Borrowers and each Guarantor (i) consents to the substitution of the Successor Term Loan Facility Administrative Agent (and the consolidation of the administrative agent function as provided for herein) under the Amended Credit Agreement and the other Loan Documents, (ii) reaffirms and acknowledges its obligations to the Administrative Agent (including the Successor Term Loan Facility Administrative Agent) with respect to the Amended Credit Agreement and the other Loan Documents and (iii) agrees to (A) execute and deliver all documents and take all other commercially reasonable actions as may be requested by the Successor Term Loan Facility Administrative Agent or the Predecessor Term Loan Facility Administrative Agent in order to evidence or effect the resignation and appointment described herein and the other matters covered hereby, including the transfer of the rights, powers and duties of the Predecessor Term Loan Facility Administrative Agent under the Amended Credit Agreement and the other Loan Documents to the Successor Term Loan Facility Administrative Agent, and (B) take all actions as may be reasonably requested by the Successor Term Loan Facility Administrative Agent to facilitate the transfer of information to the Successor Term Loan Facility Administrative Agent in connection with the Amended Credit Agreement and the other Loan Documents, at the sole cost and expense of the U.S. Borrowers.

(j)

The Predecessor Term Loan Facility Administrative Agent agrees to execute and deliver all documents and take all other commercially reasonable actions (including any actions to facilitate the transfer of information to the Successor Term Loan Facility Administrative Agent in connection with the Amended Credit Agreement and the other Loan Documents) as may be requested by the Successor Term Loan Facility Administrative Agent in order to evidence or effect the resignation and appointment described herein and the other matters covered hereby, including the transfer of the rights, powers and duties of the Predecessor Term Loan Facility Administrative Agent under the Amended Credit Agreement and the other Loan Documents to the Successor Term Loan Facility Administrative Agent, in each case at the sole cost and expense of the U.S. Borrowers; provided that any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Predecessor Term Loan Facility Administrative Agent shall be reasonably satisfactory to it, and the Predecessor Term Loan Facility Administrative Agent shall be reasonably satisfied that the delivery of any information requested of it would not breach any confidentiality restrictions binding on it. Without limiting the foregoing, the Predecessor Term Loan Facility Administrative Agent agrees to promptly deliver or cause to be delivered to the Successor Term Loan Facility Administrative Agent copies of any written notices or documents delivered by the U.S.

Borrowers or the Guarantors to the Predecessor Term Loan Facility Administrative Agent in its capacity as such, or by the Predecessor Term Loan Facility Administrative Agent in its capacity as such to the U.S. Borrowers or the Guarantors, in each case, pursuant to the Amended Credit Agreement or any other Loan Document, that are received on or after the date hereof; provided that the failure of the Predecessor Term Loan Facility Administrative Agent to so deliver, or cause to be delivered, any such notice shall not be a breach of this Agreement or result in any liability of the Predecessor Term Loan Facility Administrative Agent to the Successor Term Loan Facility Administrative Agent, the U.S. Borrowers, the Guarantors or any other Person.

(k)

Each of the U.S. Borrowers and each Guarantor hereby consents to all actions taken by the Predecessor Term Loan Facility Administrative Agent and the Successor Term Loan Facility Administrative Agent in accordance with this Agreement.

(l)

The U.S. Borrowers and each Guarantor shall indemnify the Predecessor Term Loan Facility Administrative Agent, the Successor Term Loan Facility Administrative Agent and each Related Party of the Predecessor Term Loan Facility Administrative Agent or the Successor Term Loan Facility Administrative Agent (each such Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements that may be incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) executing any documents requested by the Successor Term Loan Facility Administrative Agent to transfer the rights and privileges of the Predecessor Term Loan Facility Administrative Agent under the Amended Credit Agreement and the other Loan Documents to the Successor Term Loan Facility Administrative Agent, (ii) taking any action to facilitate the transfer of information to the Successor Term Loan Facility Administrative Agent in connection with the Amended Credit Agreement and the other Loan Documents, (iii) the performance by the Predecessor Term Loan Facility Administrative Agent or the Successor Term Loan Facility Administrative Agent or their respective Related Parties of their respective obligations hereunder and (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties and related reasonable out-of-pocket expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 3(l) is in addition to, and shall not limit, the obligations of the U.S. Borrowers and the Guarantors contained in the Agent Provisions or Section 3(c) hereof.

(m)

Each of the U.S. Borrowers and each Guarantor hereby unconditionally and irrevocably waives, releases, acquits and discharges all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent, which it may have or claim to have against CS and its Related Parties to the extent arising out of or in connection with CS’s performance as Term Loan Facility Administrative Agent under the Existing Credit Agreement and the other Loan Documents prior to the Amendment No. 18 Effective Date (collectively, the “Claims”), including, without limitation, CS’s resignation

as Term Loan Facility Administrative Agent hereunder. Each of the U.S. Borrowers and each Guarantor further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action, claim or other proceeding against CS or any of its Related Parties with respect to any and all of the foregoing described waived, released, acquitted and discharged Claims. Each of CS’s Related Parties shall be a third-party beneficiary of this Section 3(m).

SECTION 4.

Amendments to Existing Credit Agreement. Effective as of the Amendment No. 18 Effective Date, the Existing Credit Agreement, including Exhibit E to the Existing 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 Exhibit A and Exhibit B hereto.

SECTION 5.

Effectiveness of New Term Loan Facility and Effectiveness of Agreement. The effectiveness of this Agreement, including the resignation of CS as Term Loan Facility Administrative Agent, the appointment of Wells Fargo as successor Term Loan Facility Administrative Agent, the agreements of the New B-4 Term Lenders and the Consenting Revolving Lenders hereunder and the agreements of the New Term Lender to provide New Term Loans hereunder, shall be subject to the satisfaction of the following conditions precedent (the date (which must be a Business Day) on which such conditions precedent are satisfied or waived by the New B-4 Term Lenders and the Consenting Revolving Lenders being referred to herein as the “Amendment No. 18 Effective Date”):

(a)

The Administrative Agent shall have received counterparts of this Agreement and Lender Consents that, when taken together, bear the signatures of (i) each Loan Party, (ii) the Predecessor Term Loan Facility Administrative Agent, (iii) the Administrative Agent, (iv) each New Term Lender and (v) the Required Lenders (it being acknowledged that the New B-4 Term Lenders and the Consenting Revolving Lenders, collectively, constitute the Required Lenders).

(b)

Subject to the Agreed Security Principles, on the Amendment No. 18 Effective Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Amended Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings; provided that, for purposes of determining the satisfaction of the condition set forth in paragraph (b) of Section 4.01 of the Amended Credit Agreement, each reference in the representation set forth in Section 3.22 of the Amended Credit Agreement to the 2016 Restatement Transactions and the 2016 Restatement Date shall be deemed to be a reference to the 2024 Term Loan Transactions and the Amendment No. 18 Effective Date, respectively.

(c)

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

(d)

The Predecessor Term Loan Facility Administrative Agent shall have received (i) a notice of prepayment of all Existing 2028 Term Loans outstanding prior to the Amendment No. 18 Effective Date, (ii) a notice of prepayment of all Tranche B-2 U.S. Term Loans outstanding prior to the Amendment No. 18 Effective Date and (iii) a borrowing notice in respect of the New Term Loans.

(e)

(i) The Predecessor Term Loan Facility Administrative Agent shall have received from the U.S. Borrowers the Term Loan Interest Payment and (ii) the Administrative Agent shall have received from Holdings or the U.S. Borrowers, as applicable, all fees and other amounts due and payable on or prior to the Amendment No. 18 Effective Date in connection with the 2024 Term Loan Transactions and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the U.S. Borrowers hereunder or under any other Loan Document.

(f)

The Bank of New York Mellon, in its capacity as Collateral Agent, and each Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit C, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered in connection with the 2021 Specified Refinancing and Incremental Amendment), in each case subject to the Agreed Security Principles and with any modifications necessary to reflect the 2024 Term Loan Transactions and such other modifications that are reasonably satisfactory to Holdings and the Administrative Agent.

(g)

(i) 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 of the Lenders) in writing at least five Business Days in advance of the Amendment No. 18 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 (the “Beneficial Ownership Regulation”) and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment No. 18 Effective Date, any Lender that has requested, in a written notice to the U.S. Borrowers at least five days prior to the Amendment No. 18 Effective Date, a certification regarding beneficial ownership under the Beneficial Ownership Regulation in relation to the U.S. Borrowers shall have received such certification.

SECTION 6.

Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each Loan Party party hereto, the Predecessor Term Loan Facility Administrative Agent and the Administrative Agent each represents and warrants to the other parties hereto, with respect to itself, that, as of the Amendment No. 18 Effective Date, this Agreement has been duly authorized, executed and delivered by such party and, subject to the

Legal Reservations, constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms.

SECTION 7.

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

SECTION 8.

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

SECTION 9.

[reserved.]

SECTION 10.

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

SECTION 11.

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

SECTION 12.

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

SECTION 13.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

SECTION 14.

Jurisdiction; Consent to Service of Process.

(a)

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

(b)

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

(c)

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

SECTION 15.

Waivers; Amendment. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the U.S. Borrowers and each of the New Term Lenders; provided, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Predecessor Term Loan Facility Administrative Agent or the Administrative Agent without the prior written consent of the Predecessor Term Loan Facility Administrative Agent or the Administrative Agent, as the case may be.

SECTION 16.

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

SECTION 17.

Required Lender Direction. The New B-4 Term Lenders and the Consenting Revolving Lenders (who collectively constitute the Required Lenders) hereby direct the Administrative Agent to instruct the Collateral Agent to execute and deliver the mortgage releases described in Exhibit D. All rights, protections, indemnities and benefits granted to the Administrative Agent in the Amended Credit Agreement are hereby reaffirmed with respect to its actions taken pursuant to this Agreement (including this Section 17) and incorporated as if fully set forth in this Agreement (and without limiting the foregoing, (x) each U.S. Borrower specifically reaffirms its obligations under Section 9.05(b) of the Amended Credit Agreement and (y) the Lenders party to this Agreement specifically reaffirm their several obligations under Section 9.05(c) of the Amended Credit Agreement).

[Remainder of page intentionally left blank]

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


PACTIV EVERGREEN GROUP HOLDINGS INC.
by
	/s/ Chandra J. Mitchell
	Name: Chandra J. Mitchell
	Title: VP, General Counsel and Secretary


PACTIV LLC
by
	/s/ Chandra J. Mitchell
	Name: Chandra J. Mitchell
	Title: VP, General Counsel and Secretary
Evergreen packaging LLC
by
	/s/ Chandra J. Mitchell
	Name: Chandra J. Mitchell
	Title: VP, General Counsel and Secretary
PACTIV EVERGREEN INC.
by
	/s/ Chandra J. Mitchell
	Name: Chandra J. Mitchell
	Title: Chief Legal Officer and Secretary
Blue Ridge Paper Products LLC
by
	/s/ Chandra J. Mitchell
	Name: Chandra J. Mitchell
	Title: VP, General Counsel and Secretary