Exhibit 10.3


 


EXECUTION VERSION


 


AMENDMENT NO.
2 dated as of March 30, 2021 (this “Amendment”), to the Five-Year Syndicated Facility Agreement dated as of
April 30, 2019 (the “Facility Agreement”), among AMCOR PLC, a public limited company incorporated under the
laws of the Bailiwick of Jersey (“Parent”), AMCOR PTY LTD (ACN 000 017 372) (f/k/a AMCOR LIMITED), AMCOR FINANCE
(USA), INC., AMCOR UK FINANCE PLC, AMCOR FLEXIBLES NORTH AMERICA, INC. (f/k/a BEMIS COMPANY, INC.), the LENDERS party thereto (the
 “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Foreign Administrative Agent.


 


WHEREAS, the Lenders
have agreed to extend credit to the Borrowers under the Facility Agreement on the terms and subject to the conditions set forth
therein.


 


WHEREAS, the Borrowers
have requested that (a) the Maturity Date be extended from April 30, 2024 to April 30, 2025 and (b) the Facility Agreement be amended
to effect certain other amendments as set forth herein.


 


WHEREAS, the Administrative
Agent, each Swingline Lender and each of the other Lenders is willing to consent to the extension of the Maturity Date and the
other amendments to the Facility Agreement set forth herein, in each case, on the terms and subject to the conditions set forth
herein.


 


WHEREAS, JPMorgan Chase
Bank, N.A. has been appointed by the Borrowers to act, and has agreed to act, as lead arranger and bookrunner (in such capacity,
the “Arranger”) for this Amendment.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:


 


SECTION
1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals
hereto) have the meanings assigned to them in the Facility Agreement (as amended hereby).


 


SECTION
2. Extension of the Maturity Date. On and as of the Second Amendment Effective Date (as defined below), the definition
of “Maturity Date” in Section 1.01 of the Facility Agreement is hereby amended to replace the date “April 30,
2024” with “April 30, 2025”.


 


SECTION
3. Amendment. Effective as of the Second Amendment Effective Date, (a) the Facility Agreement is hereby amended by
inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples:
single-underlined text or double-underlined
text) in Annex I hereto and by deleting the language indicated by strikethrough text (indicated textually in the same
manner as the following example: stricken



     


    2


    


text) in Annex I hereto, (b) each of
Annex A and Exhibits D, E and G to the Facility Agreement are hereby removed in their entirety, and each of the other Exhibits
to the Facility Agreement are hereby amended and restated in their entirety to be in the form of (and are correspondingly re-lettered)
the applicable Exhibit attached hereto, and (c) Schedule 2.01 to the Facility Agreement is hereby amended and restated to be in
the form of Schedule 2.01 hereto (and each of the other Schedules to the Facility Agreement shall remain as in effect immediately
prior to the Second Amendment Effective Date).


 


SECTION
4. Commitments. Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment and of
each Swingline Lender’s Swingline Commitment as of the Second Amendment Effective Date shall be as set forth on Schedule
2.01 hereto and that, on and as of Second Amendment Effective Date, Schedule 2.01 hereto sets forth all the Commitments of all
the Lenders and all the Swingline Commitments of all the Swingline Lenders (and no Person whose name does not appear on such Schedule
shall have, or shall be deemed to have, as of the Second Amendment Effective Date, a Commitment or a Swingline Commitment under
the Credit Agreement). Each party hereto further acknowledges and agrees that, on the Second Amendment Effective Date, the Applicable
Percentages of the Lenders shall automatically be redetermined to give effect to Schedule 2.01 hereto.


 


SECTION
5. Representations and Warranties. Parent, as to itself and the Subsidiaries, and each Borrower, as to itself and
its subsidiaries, represents and warrants to the other parties hereto that:


 


(a)
The execution, delivery and performance of this Amendment by each Loan Party are within such Loan Party’s corporate
or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required,
stockholder or other equityholder action of each Loan Party. This Amendment has been duly executed and delivered by each Loan Party
and constitutes a legal, valid and binding obligation of each Loan Party, in each case, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


(b)
As of the Second Amendment Effective Date and after giving effect to the transactions contemplated hereby:


 


(i)
the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (A) in the case
of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects,
except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation
and warranty is true and correct on and as of such prior date; provided that, for purposes of this clause, the term “Effective
Date”, as used in Sections 3.05(b), 3.06(a) and 3.08(a) of the Facility Agreement, shall mean the Second Amendment Effective
Date; and


 


(ii)
no Default has occurred and is continuing.



     


    3


    


SECTION
6. Effectiveness. This Amendment shall become effective on the first date (the “Second Amendment Effective
Date”) on which each of the following conditions is satisfied:


 


(a)
The Administrative Agent shall have executed this Amendment and shall have received from each Loan Party, each Swingline
Lender and each of the other Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) evidence
satisfactory to the Administrative Agent (which may include any Electronic Signatures transmitted by fax, emailed .pdf or any other
electronic means that reproduces an image of an actual executed signature page) that such party has signed a counterpart of this
Amendment.


 


(b)
The Administrative Agent shall have received (i) (A) a customary closing certificate of each Loan Party as of the Second
Amendment Effective Date or (B) a certification by a director or officer of each Loan Party, dated the Second Amendment Effective
Date, that, except as set forth in such closing certificate, there have been no changes and/or amendments to the documents and
certificates contained in the closing certificate of such Loan Party most recently delivered to the Administrative Agent and (ii)
such other documents and certificates as the Administrative Agent may reasonably request relating to the formation, incorporation
or organization, as applicable, existence and good standing of each Loan Party, all in form and substance reasonably satisfactory
to the Administrative Agent.


 


(c)
The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by the
chief financial officer or a director of Parent to the effect that the representations and warranties set forth in Section 5
hereof are true and correct.


 


(d)
The Administrative Agent shall have received a favorable written opinion (addressed to the Agents and the Lenders and dated
the Second Amendment Effective Date) of each of (i) Sidley Austin LLP, counsel for the Borrowers in the United States and
England and Wales, (ii) Ogiers, counsel for Parent in the Bailiwick of Jersey, (iii) Herbert Smith Freehills, counsel for
Parent in Australia, and (iv) Armstrong Teasdale LLP, counsel for Amcor Flexibles in Missouri, in each case in form and substance
reasonably satisfactory to the Administrative Agent.


 


(e)
The Administrative Agent, the Arranger and each Lender shall have received all fees and other amounts due and payable on
or prior to the Second Amendment Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses
(including reasonable fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the
Facility Agreement.


 


SECTION
7. Reaffirmation of Guarantee. Each Loan Party hereby unconditionally and irrevocably ratifies and reaffirms
its obligations under the Guarantee Agreement and confirms that the Guarantee Agreement and, in the case of each Subsidiary Guarantor,
its Guarantee of the Obligations thereunder (including its Guarantee of any Obligations arising as a result of this Amendment),
continues to have full force and effect at law, notwithstanding this Amendment. The parties hereto acknowledge and agree that the
amendment of the Facility Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered
in connection herewith shall not constitute a novation of the Facility



     


    4


    

Agreement and the other Loan Documents as in effect prior
to the Second Amendment Effective Date.


 


SECTION
8. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment 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 under
the Facility 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 Facility Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower
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 Facility Agreement or any other Loan Document in similar or different circumstances. This Amendment
shall constitute a “Loan Document” for all purposes of the Facility Agreement and the other Loan Documents.


 


(b)
On and after the Second Amendment Effective Date, each reference in the Facility Agreement to “this Agreement”,
 “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless
the context otherwise requires, refer to the Facility Agreement as amended hereby, and each reference to the Facility Agreement
in any other Loan Document shall be deemed to be a reference to the Facility Agreement as amended hereby. This Amendment shall
constitute a “Loan Document” for all purposes of the Facility Agreement and the other Loan Documents.


 


SECTION
9. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page (including any Electronic Signature) of this Amendment by fax, emailed pdf. or any
other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


SECTION
10. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New
York.


 


SECTION
11. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment
and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.


 


SECTION
12. Incorporation by Reference. The provisions of Sections 9.07, 9.09(b), 9.09(c), 9.09(d) and 9.10 of the Facility
Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.


 


[Remainder of page intentionally left blank.]



     


     


    




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.


 


	 	AMCOR PLC
	 	 	 	 
	 	 	by	 
	 	 	 	/s/ Michael Casamento
	 	 		Name: Michael Casamento
	 	 	 	Title: Executive Vice President, Finance and Chief Financial Officer
	 	 	 	 
	 	AMCOR PTY LTD
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	AMCOR FINANCE (USA), INC.
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	AMCOR UK FINANCE PLC
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	AMCOR FLEXIBLES NORTH AMERICA, INC.
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


[Signature Page to
Amendment No. 2 to Amcor Five-Year Syndicated Facility Agreement]



     


     


    

6


 





	 	JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent, the Euro Swingline Lender and a Lender, 



	 	 	 	 
	 	 	by	 
	 	 	 	/s/ Peter S. Predun
	 	 	 	Name: Peter S. Predun
	 	 	 	Title:   Executive Director



 


[Signature Page to Amendment No. 2 to Amcor Five-Year Syndicated
Facility Agreement]



     


     


    


SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Bank of America, N.A.:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	BNP Paribas
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 


[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    


SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	CITIBANK, N.A.
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	HSBC Bank Plc
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 


[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	MUFG Bank, Ltd.
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 


[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Wells Fargo Bank, N.A. London Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Australia and New Zealand Banking Group Limited
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Banco Bilbao Vizcaya Argentina, S.A. New York Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	ING Bank N.V., Amsterdam, Lancy/Geneva Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Mizuho Bank Europe N.V.
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Standard Chartered Bank
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	The Toronto-Dominion Bank, New York Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	UniCredit Bank AG
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Deutsche Bank AG New York Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	The Bank of Nova Scotia
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Industrial and Commercial Bank of China Limited
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	UBS AG, Australia Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR THREE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Bank of China Limited, Sydney Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Three-Year Syndicated Facility Agreement]




     


     


    

SIGNATURE PAGE TO


AMENDMENT NO. 2
TO


THE AMCOR FIVE-YEAR SYNDICATED
FACILITY AGREEMENT


 


	 	Bank of China Limited, New York Branch
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:




 


	 	For any Lender requiring a second signature block:
	 	 	 	 
	 	 	by	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 



[Signature Page to Amendment No. 2 to Amcor Five-Year Syndicated Facility Agreement]




     


     


    


ANNEX I


 


Amendments
to Facility Agreement


 


[To be attached.]



     


     


    

ANNEX
I


 


PROPOSED
AMENDMENTS REFLECTING AMENDMENT NO. 2


ADDED
TEXT SHOWN UNDERSCORED, DELETED TEXT SHOWN STRIKETHROUGH




 





	 

                                                                                               FIVE-YEAR
                                         SYNDICATED FACILITY AGREEMENT

         

        dated
        as of

         

        April
        30, 2019,

         

        among

         

        AMCOR
        PLC,

         

        AMCOR
        PTY LTD,

         

        AMCOR
        FINANCE (USA), INC.,

         

        AMCOR
        UK FINANCE PLC,

         

        AMCOR
        FLEXIBLES NORTH AMERICA, INC.,

         

        The
        LENDERS Party Hereto

         

        and

         

        JPMORGAN
        CHASE BANK, N.A.,

        as Administrative Agent and Foreign Administrative Agent

         

        


 





         

        JPMORGAN
        CHASE BANK, N.A.,

        BOFA
        SECURITIES, INC.,

        bnp
        paribas securities corp.,

        citibank,
        n.a.,

        hsbc
        bank PLC,

        MUFG
        bank, LTD.

        and

        wells
        fargo BANK, N.A., LONDON BRANCH, 

        as Joint Lead Arrangers and Joint Bookrunners

        

        BANK OF AMERICA, N.A.,

        BNP
        PARIBAS,

        CITIBANK,
        N.A.,

        hsbc
        bank PLC,

        MUFG
        BANK, LTD.

        and

        wells
        fargo BANK, N.A., LONDON BRANCH,

        as Syndication Agents

         

        AUSTRALIA
        AND NEW ZEALAND BANKING GROUP LIMITED,

        BANCO
        BILBAO VIZCAYA ARGENTINA, S.A. NEW YORK BRANCH,

        ING
        BELGIUM, BRUSSELS, GENEVA BRANCH,

        MIZUHO
        BANK EUROPE N.V.,

        STANDARD
        CHARTERED BANK,

        TD
        SECURITIES

        and

        UniCredit
        Bank AG,

        as Documentation Agents

	 



    


     


    


TABLE
OF CONTENTS


 



	 	 	Page
	 	ARTICLE I	 
	 	 	 
	 	Definitions	 
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	36
	SECTION 1.03.	Terms Generally	36
	SECTION 1.04.	Accounting Terms; Pro Forma Calculations	37
	SECTION 1.05.	Currency Translation	37
	SECTION 1.06.	Syndicated Facility Agreement	38
	SECTION 1.07.	Interest Rate; LIBOR Notification	38
	SECTION 1.08.	Most Favored Nation Provision	38
	SECTION 1.09.	Divisions	39
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	The Credits	 
	 	 	 
	SECTION 2.01.	Commitments	39
	SECTION 2.02.	Loans and Borrowings	39
	SECTION 2.03.	Requests for Revolving Borrowings	40
	SECTION 2.04.	Swingline Loans	41
	SECTION 2.05.	Funding of Borrowings	43
	SECTION 2.06.	Interest Elections	44
	SECTION 2.07.	Termination and Reduction of Commitments; Increase of Commitments	45
	SECTION 2.08.	Repayment of Loans; Extension of Maturity Date; Evidence of Debt	47
	SECTION 2.09.	Prepayment of Loans	49
	SECTION 2.10.	[Reserved]	50
	SECTION 2.11.	Fees	50
	SECTION 2.12.	Interest	50
	SECTION 2.13.	Alternate Rate of Interest	51
	SECTION 2.14.	Increased Costs	54
	SECTION 2.15.	Break Funding Payments	55
	SECTION 2.16.	Payments Free of Taxes	56
	SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	61
	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	63
	SECTION 2.19.	Defaulting Lenders	64
	SECTION 2.20.	Concerning Subsidiary Borrowers	65
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	Representations and Warranties	 
	 	 	 
	SECTION 3.01.	Organization, Existence and Good Standing; Powers	66






    


     


    


	SECTION 3.02.	Corporate and Governmental Authorization	66
	SECTION 3.03.	Enforceability of Obligations	66
	SECTION 3.04.	No Contravention or Exceeding Power	66
	SECTION 3.05.	Financial Statements; No Material Adverse Change	66
	SECTION 3.06.	Accuracy of Disclosure	67
	SECTION 3.07.	Properties	67
	SECTION 3.08.	Litigation and Environmental Matters	67
	SECTION 3.09.	Compliance with Laws and Agreements	68
	SECTION 3.10.	Investment Company Status	68
	SECTION 3.11.	ERISA	68
	SECTION 3.12.	Ranking of Obligations	68
	SECTION 3.13.	Related Parties	68
	SECTION 3.14.	Benefit from Transactions	68
	SECTION 3.15.	Execution not as a Trustee	69
	SECTION 3.16.	Federal Reserve Regulations	69
	SECTION 3.17.	Anti-Corruption Laws; Sanctions; FATF Public Statement Jurisdiction	69
	SECTION 3.18.	Choice of Law Provisions	69
	SECTION 3.19.	No Immunity	70
	SECTION 3.20.	Proper Form; No Recordation	70
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	Conditions	 
	 	 	 
	SECTION 4.01.	[Reserved]	70
	SECTION 4.02.	[Reserved]	70
	SECTION 4.03.	Each Credit Event	70
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	Affirmative Covenants	 
	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	71
	SECTION 5.02.	Notices of Material Events	72
	SECTION 5.03.	Subsidiary Guarantees	73
	SECTION 5.04.	Existence; Conduct of Business	73
	SECTION 5.05.	Maintenance of Properties	74
	SECTION 5.06.	Insurance	74
	SECTION 5.07.	Books and Records	74
	SECTION 5.08.	Compliance with Laws	74
	SECTION 5.09.	Use of Proceeds	74
	SECTION 5.10.	Ranking of Obligations	74
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	Negative Covenants	 
	 	 	 
	SECTION 6.01.	Subsidiary Indebtedness	75
	SECTION 6.02.	Liens	75



    (ii)


     


    


	SECTION 6.03.	Asset Sales	75
	SECTION 6.04.	Use of Proceeds	76
	SECTION 6.05.	Leverage Ratio	76
	 	 	 
	 	ARTICLE VII	 
	 	 	 
	 	Events of Default	 
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	The Agents	 
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	Miscellaneous	 
	 	 	 
	SECTION 9.01.	Notices	85
	SECTION 9.02.	Waivers; Amendments	86
	SECTION 9.03.	Expenses; Indemnity; Limitation of Liability	88
	SECTION 9.04.	Successors and Assigns	90
	SECTION 9.05.	Survival	93
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	93
	SECTION 9.07.	Severability	95
	SECTION 9.08.	Right of Setoff	95
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	95
	SECTION 9.10.	WAIVER OF JURY TRIAL	96
	SECTION 9.11.	Headings	96
	SECTION 9.12.	Confidentiality	96
	SECTION 9.13.	Interest Rate Limitation	98
	SECTION 9.14.	“Know Your Customer” Notices	98
	SECTION 9.15.	No Fiduciary Relationship	98
	SECTION 9.16.	Non-Public Information	98
	SECTION 9.17.	Conversion of Currencies	99
	SECTION 9.18.	Additional Subsidiary Guarantees; Release of Subsidiary Guarantors	99
	SECTION 9.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	100







 


	SCHEDULES:	 
	Schedule
    2.01 — Commitments
	Schedule
    6.02 — Existing Liens


 



	EXHIBITS:	 
	 	 
	Exhibit A	  — Form of Assignment and
    Assumption
	Exhibit B	  — Form of Borrowing
    Request
	Exhibit C	  — Form of Compliance
    Certificate
	Exhibit D	  — Form of Interest Election
    Request





    (iii)


     


    



	Exhibit E-1	  — Form of
    U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for US Income Tax Purposes
	Exhibit E-2	  — Form of U.S. Tax
    Certificate for Non-U.S. Lenders that are Partnerships for US Income Tax Purposes
	Exhibit E-3	  — Form of U.S. Tax
    Certificate for Non-U.S. Participants that are not Partnerships for US Income Tax Purposes
	Exhibit E-4	  — Form of U.S. Tax
    Certificate for Non-U.S. Participants that are Partnerships for US Income Tax Purposes
	Exhibit F	  — Form of Maturity Date
    Extension Request
	Exhibit G	  — Form of Foreign
    Administrative Agent Designation Notice






    (iv)


     


    

FIVE-YEAR
SYNDICATED FACILITY AGREEMENT dated as of April 30, 2019 (this “Agreement”), among AMCOR
PLC, AMCOR PTY LTD (ACN 000 017 372) (f/k/a AMCOR LIMITED), AMCOR FINANCE (USA),
INC., AMCOR UK FINANCE plc, AMCOR FLEXIBLES NORTH AMERICA, INC. (F/K/A BEMIS COMPANY, INC.), the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent and Foreign Administrative Agent.


 


The
parties hereto agree as follows:


 


ARTICLE
I



Definitions


 


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


 


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


 


“Accession
Agreement” has the meaning set forth in Section 2.07(d).


 


“Acquisition”
means any acquisition, or a series of related acquisitions, of (a) Equity Interests in a Person if, after giving effect thereto,
such Person will become a Subsidiary or will be merged into or consolidated with a Subsidiary, (b) assets comprising all or substantially
all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business
of) any Person or (c) a manufacturing plant or other group of assets for which it is reasonably possible to calculate the pro
forma effect of such acquisition or series of related acquisitions on EBITDA.


 


“Adjusted
AUD Bank Bill Rate” means, with respect to any BBR Revolving Borrowing for any Interest Period, an interest rate per
annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the product of (a) the AUD Bank Bill Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted
EURIBO Rate” means, with respect to any EURIBOR Revolving Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to the product of (a)  the EURIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.


 


“Adjusted
LIBO Rate” means with respect to any LIBOR Revolving Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to the product of (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate.


 


“Administrative
Agent” means JPMorgan, in its capacity as administrative agent hereunder and under the other Loan Documents, and its
successors in such capacity as provided in Article VIII. Unless the context requires otherwise, the term “Administrative
Agent” shall include any Affiliate of JPMorgan through which it shall perform any of its obligations in such capacity hereunder.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.





     


    2 


    



“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under
common Control with the Person specified.


 


“Agents”
means the Administrative Agent and the Foreign Administrative Agent.


 


“Aggregate
Commitment” means, at any time, the sum of the Commitments of all the Lenders at such time.


 


“Aggregate
Revolving Credit Exposure” means, at any time, the sum of the US Dollar Equivalents of the outstanding principal amount
of the Revolving Loans and the Swingline Loans at such time.


 


“Agreed
Currencies” means US Dollars and each Alternative Currency.


 


“Agreement
Currency” has the meaning set forth in Section 9.17(b).


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b)
the NYFRB Rate in effect on such day plus 1⁄2 of 1% per annum and (c) the Adjusted LIBO Rate on such day (or, if such
day is not a Business Day, the immediately preceding Business Day) for a deposit in US Dollars with a maturity of one month plus
1% per annum. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the applicable Screen Rate
at approximately 11:00 a.m., London time, on such day for deposits in US Dollars (assuming an Interest Period of one month); provided
that if the applicable Screen Rate is not available for a one-month Interest Period but the applicable Screen Rate is available
for maturities both longer and shorter than a one-month Interest Period, then the applicable Screen Rate for purposes of this
sentence shall be the Interpolated Screen Rate as of such time. Any change in the Alternate Base Rate due to a change in the Prime
Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate
of interest pursuant to Section 2.13 (for the avoidance of doubt, only until the Benchmark Replacement has been determined
pursuant to Section 2.13(b)), then, for purposes of clause (c) above, the Adjusted LIBO Rate shall be deemed to be zero.


 


“Alternative
Currency” means each of Australian Dollars, Euros and Sterling.


 


“Amcor”
means Amcor Pty Ltd (ACN 000 017 372) (f/k/a Amcor Limited), an Australian proprietary company limited by shares with a registered
office at Level 11, 60 City Road, Southbank, Victoria 3006, Australia, and a wholly-owned subsidiary of Parent.


 


“Amcor
Flexibles” means Amcor Flexibles North America, Inc., a Missouri corporation (f/k/a Bemis Company, Inc.), and a wholly-owned
Subsidiary of Parent.


 


“Amcor
UK” means Amcor UK Finance plc, a company incorporated under the laws of England and Wales with company registration
number 04160806 and its registered office at Amcor Central Services Bristol, 83 Tower Road North, Warmley, Bristol, BS30 8XP,
United Kingdom, and a wholly-owned subsidiary of Parent.


 


“Amcor
US” means Amcor Finance (USA), Inc., a Delaware corporation and a wholly-owned subsidiary of Parent.


 


“Ancillary
Document” has the meaning set forth in Section 9.06(b).



     


    3 


    

“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Parent or any Subsidiary from time to
time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, the Anti-Money
Laundering and Counter-Terrorism Financing Act 2006 and the UK Bribery Act 2010.


 


“Applicable
Agent” means (a) with respect to a Revolving Loan or Revolving Borrowing denominated in US Dollars, and with respect
to any payment hereunder that does not relate to a particular Loan or Borrowing, the Administrative Agent, and (b) with respect
to a Revolving Loan or Revolving Borrowing denominated in an Alternative Currency or a Swingline Loan or Swingline Borrowing,
the Administrative Agent or, as designated by the Administrative Agent, the Foreign Administrative Agent.


 


“Applicable
Credit Agreement” means (a) each Multi-Year Revolving Credit Agreement, and (b) the Term Syndicated Facility Agreement
dated as of April 30, 2019, among Amcor, Amcor US, the lenders party thereto and JPMorgan, as administrative agent, in each case
as extended, renewed or replaced from time to time.


 


“Applicable
Creditor” has the meaning set forth in Section 9.17(b).


 


“Applicable
Percentage” means, at any time, with respect to any Lender, the percentage of the Aggregate Commitment represented by
such Lender’s Commitment at such time. If all the Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon the Commitments most recently in effect, giving effect to any assignments.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Revolving Loan, Swingline Loan or ABR Revolving Loan, or
with respect to the commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “Applicable
Rate for Eurocurrency Revolving Loans and Swingline Loans”, “Applicable Rate for ABR Revolving Loans” or “Commitment
Fee Rate”, as the case may be, determined by reference to the Unsecured Ratings as of such date.


 


	Category	 	Unsecured
                                         Rating

        (Moody’s/S&P)
	 	Applicable
                                         Rate

        for
        Eurocurrency

 Revolving Loans and

 Swingline Loans

        (bps
        per annum)
	 	Applicable
                                         Rate for ABR

        Revolving
        Loans

        (bps
        per annum)
	 	Commitment

        Fee
        Rate

        (bps
        per annum)
	 
	Category
    1	 	A3/A-
    or higher	 	100.0	 	0.0	 	10.0	 
	Category
    2	 	Baa1/BBB+	 	112.5	 	12.5	 	12.5	 
	Category
    3	 	Baa2/BBB	 	125.0	 	25.0	 	15.0	 
	Category
    4	 	Baa3/BBB-	 	150.0	 	50.0	 	20.0	 
	Category
    5	 	Lower
    than Baa3/BBB-	 	175.0	 	75.0	 	25.0	 


 


For
purposes of the foregoing, if (a) either Moody’s or S&P shall not have in effect an Unsecured Rating (other than by
reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have
in effect an Unsecured Rating in Category 5, (b) if the Unsecured Ratings in effect or deemed to be in effect by Moody’s
and S&P shall fall within different Categories, the Applicable Rate shall be the applicable rates per annum corresponding
to the higher (or numerically lower) of such Categories unless one of the Unsecured Ratings is two or more Categories lower than
the other, in which case the Applicable Rate shall be determined by reference to the Category next below that corresponding to
the higher of the two Unsecured Ratings and (c) if the Unsecured Ratings in effect or deemed to be in effect by Moody’s
or S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change
shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations, Parent and the Lenders shall negotiate in good
faith to amend this definition to reflect such



     


    4 


    

changed rating system or the unavailability of Unsecured Ratings from such rating
agency and, pending the effectiveness of any such amendment, the Applicable Rates and the commitment fees shall be determined
by reference to the Unsecured Rating of such rating agency most recently in effect prior to such change or cessation.


 


“Approved
Fund” means any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of, a natural person) that is engaged in making, purchasing, holding or investing in commercial
loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Arrangers”
means JPMorgan, BofA Securities, Inc., BNP Paribas Securities Corp., Citibank, N.A., HSBC Bank plc, MUFG Bank, Ltd. and Wells
Fargo Bank, N.A., London Branch, each in its capacity as a joint lead arranger and joint bookrunner for the credit facility provided
for herein.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent
of any Person whose consent is required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Associate”
means an “associate” as defined in section 128F(9) of the Australian Tax Act.


 


“AUD
Bank Bill Rate” means, with respect to any BBR Revolving Borrowing for any Interest Period, the applicable Screen Rate
as of the Specified Time on the Quotation Day.


 


“AUD
Overnight Rate” means, with respect to any Australian Dollar Swingline Loan on any day, a rate per annum equal to the
Reserve Bank of Australia’s official interbank overnight cash rate as displayed on the applicable Reuters screen page (currently
page RBA30) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion) at approximately 11:00 a.m., Sydney time, on such day; provided that if the AUD Overnight Rate shall be less
than zero, such rate shall be deemed to be zero for all purposes.


 


“Australia”
means the Commonwealth of Australia.


 




“Australian
Dollar Swingline Borrowing” means any Borrowing comprised of Australian Dollar Swingline Loans.


 


“Australian
Dollar Swingline Commitment” means, with respect to the Australian Dollar Swingline Lender, the commitment of the Australian
Swingline Lender to make Australian Dollar Swingline Loans pursuant to Section 2.04 in a maximum aggregate principal amount
equal to the amount set forth opposite the Australian Dollar Swingline Lender’s name on Schedule 2.01 as its “Australian
Dollar Swingline Commitment”, as such commitment may be reduced or increased from time to time pursuant to Section 2.04(e).
The amount of the Australian Dollar Swingline Commitment of the Australian Dollar Swingline Lender on the Second Amendment Effective
Date is A$50,000,000.


 


“Australian
Dollar Swingline Lender” means Australia and New Zealand Banking Group Limited, in its capacity as a lender of Australian
Dollar Swingline Loans hereunder.


 


“Australian
Dollar Swingline Loan” means a Swingline Loan denominated in Australian Dollars.


 



“Australian
Dollars” or “A$” refers to lawful money of Australia.




     


    5 


    



 


“Australian
Tax Act” means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997
(Cth) (Australia), as applicable.


 


“Australian
Withholding Tax” means any Tax imposed on or required to be withheld or deducted from any interest or other payment
under Division 11A of Part III of the Australian Tax Act or Subdivision 12-F of Schedule 1 to the Taxation Administration Act
1953 (Cth) (Australia).


 


“Authorized
Agent” has the meaning set forth in Section 9.09(e).


 


“Availability
Period” means the period from and including the Second Amendment Effective Date to but excluding the earlier of (a)
the first Business Day prior to the Maturity Date and (b) the date of termination of the Commitments.


 


“Average
COF Rate” has the meaning set forth in Section 2.13(a).


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor
for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be
used for determining the length of an Interest Period pursuant to this Agreement 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 2.13(b)(v).


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of any Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA
Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,
Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their Affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy
Event” means, with respect to any Person, that such Person has become the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding, or has had a receiver, receiver and manager, liquidator, statutory manager, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business
appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in, any such proceeding or appointment or has had any order for relief
in such proceeding entered in respect thereof; provided that (a) a Bankruptcy Event shall not result solely by virtue of
any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority, as long as such
ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any agreements made by such Person, and (b) a Bankruptcy Event shall not result solely
by virtue of an Undisclosed Administration.


 


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





     


    6 


    



“Benchmark”
means, initially, the Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect
to Relevant Rate or 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 2.13(b)(i) or (b)(ii).


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Revolving
Loan denominated in Australian Dollars, “Benchmark Replacement” shall mean the alternative set forth in clause (3)
below:


 


(1)


 


(A)
in the case of any Revolving Loan denominated in US Dollars, the sum of: (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment,


 


(B)
in the case of any Revolving Loan denominated in Sterling, the sum of (a) Daily Simple SONIA and (b) the related Benchmark Replacement
Adjustment,


 


(C)
in the case of any Revolving Loan denominated in Euros, the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment;


 


(2)


 


(A)
in the case of any Revolving Loan denominated in US Dollars, the sum of: (a) Daily Simple SOFR and (b) the related Benchmark
Replacement Adjustment,


 


(B)
[reserved],


 


(C)
in the case of any Revolving Loan denominated in Euros, the sum of (a) Daily Simple ESTR and (b) the related Benchmark Replacement
Adjustment;


 


(3)
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and Parent as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark
for syndicated credit facilities denominated in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement
Adjustment;


 


provided
that, in the case of clause (1)(A) or (1)(C), such Unadjusted Benchmark Replacement is displayed on a screen or other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided
further that (x) with respect to a Revolving Loan denominated in US Dollars, notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR
Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed
to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1)(A) of this definition
(subject to the first proviso above), and (y) with respect to a Revolving Loan denominated in Euros, notwithstanding anything
to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term ESTR Transition Event, and the
delivery of a Term ESTR Notice, on the applicable Benchmark Replacement Date





     


    7 


    



the “Benchmark Replacement” shall revert
to and shall be deemed to be the sum of (a) Term ESTR and (b) the related Benchmark Replacement Adjustment, as set forth in clause
(1)(C) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)
for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement”, the first alternative set forth
in the order below that can be determined by the Administrative Agent:


 


(a)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b)
the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA
Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;
and


 


(2)
for purposes of clause (3) of the definition of “Benchmark Replacement”, 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 Parent for the applicable Corresponding Tenor 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 such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/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 such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit
facilities denominated in the applicable Agreed Currency at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”,
the definition of “Euro Overnight Rate”, the definition of “Interest Period”, timing and frequency of
determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)
that the Administrative Agent reasonably decides, after consultation with Parent, may be appropriate to reflect the adoption and
implementation of such Benchmark Replacement 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, in its reasonable discretion, that no market
practice for





     


    8 


    



the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent reasonably decides, after consultation with Parent, is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).


 


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to
such then-current Benchmark:


 


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


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication
of information referenced therein;


 


(3)
in the case of a Term SOFR Transition Event or a Term ESTR Transition Event, as applicable, the date that is 30 days after the
date a Term SOFR Notice or a Term ESTR Notice, as applicable, is provided to the Lenders and Parent pursuant to Section 2.13(b)(ii);
or


 


(4)
in the case of an Early Opt-in Election, the sixth Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m., New York City time, on the fifth Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early
Opt-in Election from Lenders comprising the Required Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred
in the case of clause (1) or (2) with respect to any Benchmark 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” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect
to such then-current Benchmark:


 


(1)
a public statement or publication of information by or on behalf of the administrator of such Benchmark (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 (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 (or such component thereof);


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Board of Governors, the NYFRB, an insolvency official with jurisdiction
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component)
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely;
provided that, at the time of such





     


    9 


    



statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark (or such component thereof); or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component
thereof) are no longer representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
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
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13(b)
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.13(b).


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b)
a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


“Board
of Governors” means the Board of Governors of the Federal Reserve System of the United States.


 


“Borrower”
means each of Amcor, Amcor US, Amcor UK and Amcor Flexibles.


 


“Borrowing”
means (a) Revolving Loans of the same Type and currency, made, converted or continued on the same date and to the same Borrower
and, in the case of Eurocurrency Revolving Loans, as to which a single Interest Period is in effect or (b) Swingline Loans of
the same currency made on the same date and to the same Borrower.


 


“Borrowing
Minimum” means (a) in the case of a Eurocurrency Revolving Borrowing denominated in US Dollars, US$5,000,000, (b) in
the case of a Eurocurrency Revolving Borrowing denominated in Australian Dollars, A$5,000,000, (c) in the case of a Eurocurrency
Revolving Borrowing denominated in Euros, €5,000,000, (d) in the case of a Eurocurrency Revolving Borrowing denominated in
Sterling, £5,000,000, and (e) in the case of an ABR Revolving Borrowing, US$1,000,000.


 


“Borrowing
Multiple” means (a) in the case of a Eurocurrency Revolving Borrowing denominated in US Dollars or an ABR Revolving
Borrowing, US$1,000,000, (b) in the case of a Eurocurrency Revolving Borrowing denominated in Australian Dollars, A$1,000,000,
(c) in the case of a Eurocurrency Revolving Borrowing denominated in Euros, €1,000,000, and (d) in the case of a Eurocurrency
Revolving Borrowing denominated in Sterling, £1,000,000.





     


    10 


    



“Borrowing
Request” means a request by or on behalf of a Borrower for a Borrowing in accordance with Section 2.03 or 2.04,
as applicable, which shall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, London
or Sydney are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurocurrency
Revolving Loan denominated in US Dollars or Sterling, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in deposits denominated in such currency in the Relevant Interbank Market and (b) when used
in connection with a EURIBOR Revolving Loan or a Euro Swingline Loan, the term “Business Day” shall also exclude any
day that is not a TARGET Day.


 


“Change
in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the United States Securities Exchange Act of 1934 and the rules of the SEC thereunder) of Equity
Interests in Parent representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests in Parent.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any rule,
regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive of any Governmental Authority (other than any such request, rule, guideline or directive to comply with any law,
rule or regulation that was in effect on the date of this Agreement as such law, rule or regulation was in effect on such date
(and without giving effect to any changes referred to in clause (b) above applicable thereto)); provided that, notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.


 


“Charges”
has the meaning set forth in Section 9.13.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Australian Dollar Swingline Loans or Euro Swingline Loans.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“COF
Rate” has the meaning set forth in Section 2.13(a).


 


“Combination
Transactions” means, collectively, the Amcor Exchange Scheme and the Bemis Merger (each such term as defined in this
Agreement as in effect immediately prior to the Second Amendment Effective Date).


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Swingline
Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 and
(b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The
amount of each Lender’s Commitment as of the Second Amendment Effective Date is





     


    11 


    



set forth on Schedule 2.01, and in the case
of any Lender that became a party hereto after the Second Amendment Effective Date, the initial amount of such Lender’s
Commitment is set forth in the Assignment and Assumption or the Accession Agreement pursuant to which such Lender shall have assumed
or provided its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as of the Second Amendment Effective
Date is US$1,500,000,000.


 


“Commitment
Increase” has the meaning set forth in Section 2.07(d).


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to any Agent or any Lender
by means of electronic communications pursuant to Section 9.01, including through the Platform.


 


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit C or any other form approved by
the Administrative Agent.


 


“Confidential
Materials” means the Confidential Materials dated March 2019, relating to the credit facility provided for herein.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consenting
Lender” has the meaning set forth in Section 2.08(b).


 


“Consolidated
Financial Statements” means the consolidated balance sheet, consolidated statement of income, consolidated statement
of comprehensive income, consolidated statement of equity and consolidated statement of cash flows, in each case, of Parent and
the Subsidiaries, prepared on a consolidated basis in accordance with US GAAP, including the related notes.


 


“Consolidated
Net Income” means, for any period, the consolidated net income of Parent and the Subsidiaries for such period, as determined
on a consolidated basis in accordance with US GAAP.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or
the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract
or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


 


“Corporations
Act” means the Corporations Act 2001 (Cwlth) of Australia.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Daily
Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which may 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





     


    12 


    



ESTR” for 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.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may 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 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.


 


“Daily
Simple SONIA” means, for any day, SONIA, 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 SONIA” for 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.


 


“Declining
Lender” has the meaning set forth in Section 2.08(b).


 


“Default”
means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i)
to fund any portion of its Loans, (ii) to fund any portion of its participations in Swingline Loans or (iii) to pay to any Agent,
any Swingline Lender or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference
to a specific Default) has not been satisfied, (b) has notified Parent, any Agent or any Swingline Lender in writing, or has made
a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement
(unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination
that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default)
to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after request by Parent, any Agent or any Swingline Lender made in good faith to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet
such obligations) to fund prospective Loans and participations in then outstanding Swingline Loans, provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by Parent, such Agent or such Swingline
Lender, as applicable, of such certification in form and substance satisfactory to it (and the Administrative Agent if the Administrative
Agent shall not have been the requesting party), (d) has, or has a Lender Parent that has, become the subject of a Bail-In Action,
or (e) has, or has a Lender Parent that has, become the subject of a Bankruptcy Event.


 


“Designating
Foreign Administrative Agent” has the meaning set forth in Article VIII.


 


“Division”
has the meaning set forth in Section 1.09.


 


“Documentation
Agents” means Australia and New Zealand Banking Group Limited, Banco Bilbao Vizcaya Argentina, S.A. New York Branch,
ING Belgium, Brussels, Geneva branch, Mizuho Bank Europe N.V., Standard Chartered Bank, TD Securities and UniCredit Bank AG, each
in its capacity as documentation agent for the credit facility established hereunder.


 


“Early
Opt-in Election” means, with respect to any Agreed Currency, the occurrence of:


 


(1)
        a notification by the Administrative Agent to (or the request by Parent to the Administrative
Agent to notify) each of the other parties hereto that syndicated credit facilities denominated in the applicable Agreed Currency
(other than Euro) and, in the case of the Agreed Currency that is Euro,





     


    13 


    



at least five currently outstanding syndicated credit
facilities being executed at such time, or that include language similar to that contained in Section 2.13(b) are being executed
or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate, and


 


(2)
        the joint election by the Administrative Agent and Parent to declare that an Early Opt-in
Election for such Agreed Currency has occurred and the provision, as applicable, by the Administrative Agent of written notice
of such election to Parent and the Lenders.


 


“EBITDA”
means, for any period, Consolidated Net Income for such period, plus


 


(a)
without duplication, to the extent deducted in the determination of such Consolidated Net Income, the sum for such period of:


 


(i)
net interest expense;


 


(ii)
income tax expense, franchise taxes and state single business unitary and similar taxes imposed in lieu of income taxes or capital
taxes;


 


(iii)
depreciation and amortization expense;


 


(iv)
non-cash charges or losses, including any non-cash charges or losses incurred pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement,
impairment charges and any write-offs or write-downs of assets, but excluding (A) any non-cash charge that results from an accrual
of a reserve for cash charges to be taken in any future period, (B) an amortization of a prepaid cash expense that was paid and
not expensed in a prior period or (C) any write-down or write-off of accounts receivable (including any addition to bad debt reserves
or bad debt expense);


 


(v)
the amount of any costs, fees and expenses incurred in connection with the Combination Transactions, in an aggregate amount not
to exceed US$190,000,000 during the term of this Agreement (for the avoidance of doubt, including the term hereof preceding the
Second Amendment Effective Date);


 


(vi)
the amount of any costs, fees and expenses incurred in connection with (A) any sale or other disposition of assets outside
the ordinary course of business, any Acquisition or any restructuring (including related severance costs, retention bonuses, relocation
expenses, expenses related to the closure of facilities and similar costs and expenses) and (B) any issuance of Equity Interests,
recapitalization or the incurrence, prepayment, amendment, modification, restructuring or refinancing of Indebtedness, in each
case, whether or not consummated; provided that the aggregate amount added back pursuant to this clause (vi) for any period
may not exceed 10.0% of EBITDA for such period (calculated without giving effect to such addbacks);


 


(vii)
any extraordinary, unusual or non-recurring losses, charges or expenses, including any such losses, charges or expenses associated
with discontinuance of any business operations (it being understood, however, that any amounts under this clause (vii) that are
of the type referred to in clauses (v) and (vi) above shall be subject to the limitations in such clauses);


 


(viii)
any unrealized losses attributable to the application of “mark to market” accounting in respect of Hedge Agreements;





     


    14 


    



(ix)
any net after-tax loss attributable to the early extinguishment of Indebtedness or obligations under Hedging Agreements; and


 


(x)
the cumulative effect of a change in accounting principles; minus


 


(b)
without duplication, to the extent included in the determination of such Consolidated Net Income, the sum of for such period of:


 


(i)
any non-cash gains or items of income (other than the accrual of revenue), but excluding any such items in respect of which cash
was received in a prior period or will be received in a future period;


 


(ii)
extraordinary gains or items of income;


 


(iii)
any unrealized gains attributable to the application of “mark to market” accounting in respect of Hedging Agreements;


 


(iv)
any net after-tax gain attributable to the early extinguishment of Indebtedness or obligations under Hedging Agreements; and


 


(v)
the cumulative effect of a change in accounting principles;


 


provided
that EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses
attributable to any sale or other disposition of assets outside the course of ordinary business. If, during any period for which
EBITDA is calculated hereunder, Parent or any of the Subsidiaries consummates a Material Acquisition or Material Disposition,
EBITDA shall be calculated giving pro forma effect to such Material Acquisition or Material Disposition in accordance with Section 1.04(b).


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent
of an institution described in clause (a) of this definition or (c) any financial institution established in an EEA Member Country
that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA
Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means April 30, 2019.


 


“Electronic
Signature” means an electronic signature, sound, symbol or process attached to, or associated with, a contract or other
record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Eligible
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other
Person, other than, in each case, a natural person (or a holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person), a Defaulting Lender or a Lender Parent thereof or Parent, any Subsidiary or any
other Affiliate of Parent.





     


    15 


    



“Environmental
Laws” means all rules, regulations, directives, codes, ordinances, judgments, orders, decrees and other laws, and all
injunctions, notices or binding agreements, issued, promulgated or entered into by any Governmental Authority, and applicable
to or binding upon Parent or any Subsidiary relating in any way to protection of the environment, to carbon emissions or the protection
of the climate, to reclamation of natural resources, to the management, Release or threatened Release of any Hazardous Material
or to related health or safety matters.


 


“Environmental
Liability” means any liability, obligation, loss, claim, order or cost, contingent or otherwise (including any liability
for damages, costs of environmental remediation, fines, penalties and indemnities), directly or indirectly resulting from or based
upon (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which
liability of a third party is assumed or imposed with respect to any of the foregoing.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests or other
ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any of the foregoing; provided that, prior to the conversion
thereof, debt securities convertible into Equity Interests shall not constitute Equity Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with Parent, is treated as a single
employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.


 


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) any failure
by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the
Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan,
(d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4)
of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Parent or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by Parent or any of its ERISA Affiliates
from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan, (g) the incurrence by Parent or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan or (h) the receipt by Parent or any of its ERISA Affiliates of
any notice, or the receipt by any Multiemployer Plan from Parent or any of its ERISA Affiliates of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the
meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA.


 


“ESTR”
means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by
the ESTR Administrator on the ESTR Administrator’s Website.





     


    16 


    



“ESTR
Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).


 


“ESTR
Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu,
or any successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor Person), as in effect from time to time.


 


“EURIBO
Rate” means, with respect to any EURIBOR Revolving Borrowing for any Interest Period, the applicable Screen Rate as
of the Specified Time on the Quotation Day.


 


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


 


“Euro”
or “€” means the single currency unit of the member States of the European Community that adopt or have
adopted the Euro as their lawful currency in accordance with legislation of the European Community relating to Economic and Monetary
Union.


 


“Euro
Overnight Rate” means, with respect to any Euro Swingline Loan on any day, a rate per annum equal to the London interbank
offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such
rate) for overnight deposits in Euros as displayed on the applicable Reuters screen page (currently page LIBOR01 or LIBOR02) (or,
in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service
that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at approximately
11:00 a.m., London time, on such day; provided that if the Euro Overnight Rate shall be less than zero, such rate shall
be deemed to be zero for all purposes.


 


“Euro
Swingline Borrowing” means any Borrowing comprised of Euro Swingline Loans.


 


“Euro
Swingline Commitment” means, with respect to the Euro Swingline Lender, the commitment of the Euro Swingline Lender
to make Euro Swingline Loans pursuant to Section 2.04 in a maximum aggregate principal amount equal to the amount set forth
opposite the Euro Swingline Lender’s name on Schedule 2.01 as its “Euro Swingline Commitment”, as such commitment
may be reduced or increased from time to time pursuant to Section 2.04(e). The amount of the Euro Swingline Commitment of
the Euro Swingline Lender on the Second Amendment Effective Date is €50,000,000.


 


“Euro
Swingline Lender” means JPMorgan, in its capacity as a lender of Euro Swingline Loans hereunder.


 


“Euro
Swingline Loan” means a Swingline Loan denominated in Euros.


 


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


 


“Event
of Default” has the meaning set forth in Article VII.


 


“Exchange
Rate” means, as of any date of determination, for purposes of determining the US Dollar Equivalent of any Alternative
Currency, the rate at which such Alternative Currency may be



     


    17 


    

exchanged into US Dollars at the time of determination on such date
as last provided (either by publication or as may otherwise be provided to the Administrative Agent) by the applicable Reuters
source on the Business Day (determined based on New York City time) immediately preceding such day of determination. In the event
that Reuters ceases to provide such rate of exchange or such rate does not appear on the applicable Reuters source, the Exchange
Rate shall be determined by reference to such other publicly available service for displaying such rate of exchange at such time
as shall be selected by the Administrative Agent from time to time in its reasonable discretion.


 


“Exchange
Rate Date” means (a) with respect to any Loan denominated in any Alternative Currency, (i) in the case of a Revolving
Loan, each of (A) the date of the commencement of the initial Interest Period therefor and (B) the date of the commencement of
each subsequent Interest Period therefor and (ii) in the case of a Swingline Loan, the date such loan is made, and (b) if an Event
of Default has occurred and is continuing, any Business Day designated as an Exchange Rate Date by the Administrative Agent in
its reasonable discretion.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) US withholding Taxes and United Kingdom withholding Taxes (excluding
(x) United Kingdom withholding Taxes for which relief is available under an applicable double taxation treaty and where the relevant
Lender holds a valid passport number under the HMRC Double Taxation Passport scheme and has provided the applicable Borrower with
confirmation of such passport number and its jurisdiction of tax residence to enable the applicable Borrower to complete relevant
formalities to avoid United Kingdom withholding Taxes and (y) United Kingdom withholding Taxes on payments made by any Guarantor
under any Guarantee of the Obligations (provided that this clause (y) shall not apply to the extent that United Kingdom
withholding Taxes on interest payments made by the applicable Borrower would have been Excluded Taxes)) imposed on amounts payable
to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on
the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request
by Parent under Section 2.18(b)) or (ii) such Lender changes its lending office, except in each case to the extent that pursuant
to Section 2.16 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending
office, (c) Taxes attributable to such Recipient’s failure to comply with or breach of warranty under Section 2.16(f)
or 2.16(j) or any corresponding warranty in any agreement amending this Agreement, (d) any Taxes imposed under FATCA and (e) any
Australian Withholding Tax imposed as a result of the Lender being an Offshore Associate of Amcor in relation to the receipt of
a payment; provided that for the purposes of clause (b), in the case of a Loan acquired by a Lender pursuant to a funding
of a Commitment or a Swingline Commitment, such Lender shall be treated as acquiring an interest in such Loan on the date it acquired
an interest in the Commitment pursuant to which such Loan was funded.


 


“Existing
Amcor Note Documents” means (a) the Note and Guarantee Agreement dated as of December 15, 2009, among Amcor, Amcor US
and certain purchasers named therein, relating to the 5.95% Series C Guaranteed Senior Notes due 2021, together with the Notes
(in each case, as defined therein) issued pursuant thereto, (b) the Indenture dated as of April 28, 2016, among Amcor, Amcor US,
Amcor UK and Deutsche Bank Trust Company Americas, as trustee, relating to the 3.625% Guaranteed Senior Notes due 2026 and the
4.500% Guaranteed Senior Notes due 2028, together with the Securities (as defined therein) issued pursuant thereto, and (c) the
Indenture dated as of June 23, 2020, among Amcor UK, Parent, Amcor US, Amcor, Amcor Flexibles and Deutsche Bank Trust Company
Americas, as trustee, relating to the 1.125% Guaranteed Senior Notes due 2027, together with the Securities (as defined therein)



     


    18 


    

issued pursuant thereto, in each case as extended, renewed, refinanced, refunded or replaced from time to time.


 


“Existing
Bemis Note Documents” means (a) the Indenture, dated as of June 15, 1995, between Amcor Flexibles and U.S. Bank National
Association (f/k/a First Trust National Association), relating to the 4.50% Senior Notes due 2021 and the 3.100% Senior Notes
due 2026, in each case together with the Securities (as defined therein) issued pursuant thereto, and (b) the Indenture dated
as of June 19, 2020, among Amcor Flexibles, Amcor US, Amcor UK, Amcor and Deutsche Bank Trust Company Americas, as trustee, relating
to the 2.630% Guaranteed Senior Notes due 2030, together with the Securities (as defined therein) issued pursuant thereto, in
each case as extended, renewed, refinanced, refunded or replaced from time to time.


 


“Existing
Borrowings” has the meaning set forth in Section 2.07(d).


 


“Existing
Maturity Date” has the meaning set forth in Section 2.08(b).


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b) of the Code, and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the
Code.


 


“FATF”
means the Financial Action Task Force.


 


“FATF
Public Statement Jurisdiction” means a jurisdiction identified by the FATF in its public statement (available at http://www.fatf-gafi.org/publications/high-riskandnon-cooperativejurisdictions/documents/public-statement-october-2018.html)
as subject to a FATF call on its members and other jurisdictions (a) to apply enhanced due diligence measures proportionate to
the risks arising from such jurisdiction or (b) to apply counter-measures to protect the international financial system from the
ongoing and substantial money laundering and financing risks emanating from such jurisdiction.


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the NYFRB Website from time to time, and published
on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds
Effective Rate shall be less than zero, such rate shall be deemed to be zero for all purposes.


 


“Finance
Lease” means a lease (or similar arrangement conveying the right to use) that is required to be classified and accounted
for as a capital lease or financing lease on a balance sheet under US GAAP.


 


“Financial
Indebtedness” means, with respect to any Person, all obligations of such Person, present or future, actual or contingent,
in respect of moneys borrowed or raised or otherwise arising in respect of any financial accommodation whatsoever, including (a)
amounts raised by acceptance or endorsement under any acceptance credit or endorsement credit opened on behalf of such Person,
(b) any Financial Indebtedness (whether actual or contingent, present or future) of another Person that is Guaranteed, directly
or indirectly, by such Person or that is secured by any Lien on property owned or acquired by such Person, whether or not the
Financial Indebtedness secured thereby has been assumed by such Person, (c) the net amount actually or contingently (assuming
the arrangement was closed out on the relevant day) payable by such Person under or in connection with any Hedge Agreement, (d)
liabilities (whether actual or contingent, present or future) in respect of redeemable preferred Equity Interests in such



     


    19 


    

Person
or any obligation of such Person incurred to buy back any Equity Interests in such Person, (e) liabilities (whether actual or
contingent, present or future) under Finance Leases for which such Person is liable, (f) any liability (whether actual or contingent,
present or future) in respect of any letter of credit opened or established on behalf of such Person, (g) all obligations of such
Person in respect of the deferred purchase price of any asset or service and any related obligation deferred (i) for more than
90 days or (ii) if longer, in respect of trade creditors, for more than the normal period of payment for sale and purchase within
the relevant market (but not including any deferred amounts arising as a result of such a purchase being contested in good faith),
(h) amounts for which such Person may be liable (whether actually or contingently, presently or in the future) in respect of factored
debts or the advance sale of assets for which there is recourse to such Person, (i) all obligations of such Person evidenced by
debentures, notes, debenture stock, bonds or other financial instruments, whether issued for cash or a consideration other than
cash and in respect of which such Person is liable as drawer, acceptor, endorser, issuer or otherwise, (j) obligations of such
Person in respect of notes, bills of exchange or commercial paper or other financial instruments and (k) any indebtedness (whether
actual or contingent, present or future) for moneys owing under any instrument entered into by such Person primarily as a method
of raising finance and that is not otherwise referred to in this definition. The Financial Indebtedness of any Person shall include
the Financial Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other
Person, except to the extent the terms of such Financial Indebtedness provide that such Person is not liable therefor.


 


“Financial
Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, any
vice president (solely with respect to Borrowing Requests and Interest Election Requests), the director of financial reporting
or controller of such Person; provided that, when such term is used in reference to any document executed by, or a certification
of, a Financial Officer, the secretary, assistant secretary, manager or director of such Person shall have delivered an incumbency
certificate to the Administrative Agent as to the authority of such individual (and in respect of which the Administrative Agent
has not received a notice of revocation).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate or EURIBO Rate, as applicable.


 


“Foreign
Administrative Agent” means JPMorgan, in its capacity as foreign administrative agent hereunder and under the other
Loan Documents, and its successors in such capacity as provided in Article VIII. Unless the context requires otherwise, the
term “Foreign Administrative Agent” shall include any Affiliate of JPMorgan through which it shall perform any of
its obligations in such capacity hereunder.


 


“Foreign
Administrative Agent Designation Notice” has the meaning set forth in Article VIII.


 


“Foreign
Lender” means (a) in reference to a Borrower that is a US Person, a Lender, with respect to such Borrower, that is not
a US Person and (b) in reference to a Borrower that is not a US Person, a Lender, with respect to such Borrower, that is resident
or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


“Governmental
Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings
with, and reports to, Governmental Authorities.


 


“Governmental
Authority” means the government of the United States, Australia, the Bailiwick of Jersey or any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive,



     


    20 


    

legislative, judicial, taxing, regulatory or administrative powers or functions of
or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union
or the European Central Bank).


 


“Guarantee”
of or by any Person means any guarantee, indemnity, letter of credit, letter of comfort giving rise to legal liabilities of suretyship
or any other obligation (whatever called and of whatever nature) (a)(i) to pay, to purchase or to provide funds (whether by the
advance of money, the purchase of or subscription for shares or other securities, the purchase of assets, rights or services or
otherwise) for the payment or discharge of, (ii) to indemnify against the consequences of default in the payment of or (iii) to
otherwise be responsible for any obligation or indebtedness of any other Person, or (b) to maintain the solvency or financial
condition of any other Person. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding
on such date of the Financial Indebtedness or other obligation guaranteed thereby (or, in the case of (A) any Guarantee the terms
of which limit the monetary exposure of the guarantor or (B) any Guarantee of an obligation that does not have a principal amount,
the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (A),
pursuant to such terms or, in the case of clause (B), in good faith by Parent)).


 


“Guarantee
Agreement” means the Guarantee Agreement dated as of April 30, 2019, among the Borrowers, the other Loan Parties from
time to time party thereto and the Administrative Agent, together with all supplements thereto.


 


“Hazardous
Materials” means all explosive, radioactive, hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature as each is (including carbon dioxide and other greenhouse gases) regulated
pursuant to any Environmental Law.


 


“Hedge
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or
similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt
securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value,
or any similar transaction or combination of the foregoing transactions; provided that any options, rights or shares issued
pursuant to any employee share or bonus plan, including any phantom rights or phantom shares, or any similar plans providing for
payments only on account of services provided by current or former directors, officers, employees or consultants of Parent or
the Subsidiaries shall not be a Hedge Agreement.


 


“HMRC”
means H.M. Revenue and Customs.


 


“IBA”
has the meaning set forth in Section 1.07.


 


“Incorporated
MFN Provision” has the meaning set forth in Section 1.08(b).


 


“Increase
Effective Date” has the meaning set forth in Section 2.07(d).


 


“Increasing
Lender” has the meaning set forth in Section 2.07(d).


 


“Indemnified
Taxes” means (a) Taxes and VAT, other than Excluded Taxes, imposed on or with respect to any payment made by or
on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause
(a), Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 9.03(b).




     


    21 


    

“Index
Debt” means senior unsecured, long-term indebtedness for borrowed money of Parent that is not guaranteed by any other
Person or subject to any other credit enhancement.


 


“Interest
Election Request” means a request by or on behalf of a Borrower to convert or continue a Revolving Borrowing in accordance
with Section 2.06, which shall be substantially in the form of Exhibit D or any other form approved by the Administrative
Agent.


 


“Interest
Payment Date” means (a) with respect to any ABR Revolving Loan, the first Business Day following the last day of
each March, June, September and December, (b) with respect to any Eurocurrency Revolving Loan, the last day of the Interest
Period applicable to the Revolving Borrowing of which such Revolving Loan is a part and, in the case of a Eurocurrency Revolving
Borrowing with an Interest Period of more than three months’ duration, such day or days prior to the last day of such Interest
Period as shall occur at intervals of three months’ duration after the first day of such Interest Period and (c) with
respect to any Swingline Loan, the day that such Loan is required to be repaid.


 


“Interest
Period” means with respect to any Eurocurrency Revolving Borrowing, the period commencing on the date of such Revolving
Borrowing and ending on the numerically corresponding day in the calendar month that is one, two (other than in the case of a
LIBOR Revolving Borrowing or a EURIBOR Revolving Borrowing), three or six months thereafter (or, if agreed to by each Lender
participating therein, 12 months thereafter (other than in the case of a BBR Revolving Borrowing)), as the applicable Borrower
(or Parent on its behalf) may elect; provided that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest
Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Revolving Borrowing initially shall be the date on which such Revolving Borrowing
is made and thereafter shall be the effective date of the most recent conversion or continuation of such Revolving Borrowing.


 


“Interpolated
Screen Rate” means, with respect to any Eurocurrency Revolving Loan for any Interest Period or for purposes of clause
(c) of the definition of the term “Alternate Base Rate”, a rate per annum (rounded to the same number of decimal places
as the applicable Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the applicable Screen
Rate for the longest maturity for which a Screen Rate is available that is shorter than the applicable period and (b) the
applicable Screen Rate for the shortest maturity for which a Screen Rate is available that is longer than the applicable period,
in each case as of the time the Interpolated Screen Rate is required to be determined in accordance with the other provisions
hereof; provided that the Interpolated Screen Rate shall in no event be less than zero.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Jersey
Companies Law” means the Companies (Jersey) Law 1991.


 


“Joinder
Agreement” means the Joinder Agreement dated as of June 11, 2019, among Amcor, Amcor UK, Amcor US, Parent, Amcor Flexibles
and the Administrative Agent.



     


    22 


    



“JPMorgan”
means JPMorgan Chase Bank, N.A.


 


“Judgment
Currency” has the meaning set forth in Section 9.17(b).


 


“Lender
Parent” means, with respect to any Lender, any Person in respect of which such Lender is a subsidiary.


 


“Lender-Related
Person” means each Agent (and any sub-agent thereof), each Arranger, the Syndication Agents, the Documentation Agents
and each Lender (including each Swingline Lender), and each Related Party of any of the foregoing Persons.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption or an Accession Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders.


 


“Leverage
Ratio” means, as of any date, the ratio of (a) Total Net Indebtedness as of such date to (b) EBITDA for the
Test Period most recently ended on or prior to such date.


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“LIBO
Rate” means, with respect to any LIBOR Revolving Borrowing denominated in US Dollars or Sterling for any Interest Period,
the applicable Screen Rate as of the Specified Time on the Quotation Day.


 


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


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed or other instrument of trust, lien, pledge, hypothecation, charge,
security interest (including, in relation to a Person incorporated or organized under the laws of Australia, a security interest
as defined in section 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cwlth) (Australia)) or other encumbrance
on, in or of such asset, including any arrangement entered into for the purpose of making particular assets available to satisfy
any Financial Indebtedness or other obligation and (b) the interest of a vendor or a lessor under any conditional sale agreement,
Finance Lease or capital lease or title retention agreement (other than any title retention agreement entered into with a vendor
on normal commercial terms in the ordinary course of business) relating to such asset.


 


“Limited
Recourse Indebtedness” means Financial Indebtedness incurred by Parent or a Subsidiary to finance the creation or development
of a Project or proposed Project of Parent or such Subsidiary, provided that (a) the Person (the “Relevant Person”)
in whose favor such Financial Indebtedness is incurred does not have any right to enforce its rights or remedies (including for
any breach of any representation or warranty or obligation) against Parent or any Subsidiary or against the Project Assets, in
each case, except for the purpose of enforcing a Lien that attaches only to the Project Assets and secures an amount equal to
the lesser of the value of such Project Assets encumbered by such Lien and the amount of Financial Indebtedness secured by such
Lien and (b) the Relevant Person is not permitted or entitled (i) except as and to the extent permitted by clause (a) above, to
enforce any right or remedy against, or demand payment or repayment of any amount from, Parent or any Subsidiary (including for
breach of any representation or warranty or obligation), (ii) except as and to the extent permitted by clause (a) above, to commence
or enforce any proceedings against Parent or any Subsidiary or (iii) to apply to wind up, or prove





     


    23 


    



in the winding up of, Parent
or any Subsidiary, such that the Relevant Person’s only right of recourse in respect of such Financial Indebtedness or such
Lien is to the Project Assets encumbered by such Lien.


 


“Loan
Documents” means this Agreement, the Guarantee Agreement, the Joinder Agreement, each Accession Agreement and, except
for purposes of Section 9.02, any promissory note delivered pursuant to Section 2.08(e).


 


“Loan
Parties” means each of Parent, the Borrowers and the Subsidiary Guarantors.


 


“Loans”
means the loans made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Local
Time” means (a) with respect to a Revolving Loan or Revolving Borrowing, New York City time, (b) with respect to an
Australian Dollar Swingline Loan or Australian Dollar Swingline Borrowing, Sydney time and (c) with respect to a Euro Swingline
Loan or Euro Swingline Borrowing, London time.


 


“Mandatory
Restrictions” has the meaning set forth in Section 1.03.


 


“Material
Acquisition” means any Acquisition by Parent or any of the Subsidiaries for which the aggregate consideration exceeds
US$75,000,000 (or the equivalent thereof in any other currency).


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial position or results of operations
of Parent and the Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their
obligations under the Loan Documents or (c) the rights of or benefits available to the Agents or the Lenders under the Loan
Documents.


 


“Material
Disposition” means any sale, transfer or other disposition, or a series of related sales, transfers or other dispositions
by Parent or any of the Subsidiaries for which the aggregate consideration received exceeds US$75,000,000 (or the equivalent thereof
in any other currency).


 


“Material
Financial Indebtedness” means Financial Indebtedness (other than the Loans and Guarantees under the Loan Documents)
of any one or more of Parent and the Subsidiaries in an aggregate principal amount equal to or exceeding US$150,000,000 (or the
equivalent thereof in any other currency); provided that, any Financial Indebtedness under any Applicable Credit Agreement
shall at all times constitute “Material Financial Indebtedness”.


 


“Maturity
Date” means April 30, 2025, as such date may be extended pursuant to Section 2.08(b); provided that if such
day is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.


 


“Maturity
Date Extension Request” means a request by Parent, substantially in the form of Exhibit F hereto or such other form
as shall be reasonably approved by the Administrative Agent, for the extension of the Maturity Date pursuant to Section 2.08(b).


 


“Maximum
Rate” has the meaning set forth in Section 9.13.


 


“MFN
Provision” has the meaning set forth in Section 1.08(a).


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to its rating agency business.





     


    24 


    



“Multiemployer
Plan” means a multiemployer plan as defined in Sections 3(37) and 4001(a)(3) of ERISA.


 


“Multi-Year
Revolving Credit Agreement” means each of (a) the Three-Year Syndicated Facility Agreement dated as of April 30, 2019,
among Parent, Amcor, Amcor US, Amcor UK, Amcor Flexibles, the lenders party thereto and JPMorgan, as administrative agent and
foreign administrative agent, and (b) the Four-Year Syndicated Facility Agreement dated as of April 30, 2019, among Parent, Amcor,
Amcor US, Amcor UK, Amcor Flexibles, the lenders party thereto and JPMorgan, as administrative agent and foreign administrative
agent, in each case as extended, renewed, refinanced, refunded or replaced from time to time.


 


“Non-Defaulting
Lender” means, at any time, any Lender that is not a Defaulting Lender at such time.


 


“Non-US
Loan Party” means Parent, Amcor, Amcor UK and any other Loan Party that is formed, incorporated or organized under the
laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight
Bank Funding Rate in effect on such day (or, for any day that is not a Business Day, for the immediately preceding Business Day);
provided, however, that, if both such rates are not published for any day that is a Business Day, the “NYFRB
Rate” shall be the rate for a Federal funds transaction quoted at 11:00 a.m., New York City time, on such day to the Administrative
Agent from a Federal funds broker of recognized standing selected by it; provided further that if any of the aforesaid
rates shall be less than zero, then such rate shall be deemed to be zero for all purposes.


 


“NYFRB
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Obligations”
has the meaning set forth in the Guarantee Agreement.


 


“OFAC”
means the United States Treasury Department Office of Foreign Assets Control.


 


“Offshore
Associate” means an Associate (a) that is a non-resident of Australia and would not become a Lender, or does not receive
a payment, in carrying on a business in Australia at or through a permanent establishment of such Associate in Australia or (b)
that is a resident of Australia and would become a Lender, or does receive a payment, in carrying on a business in a country outside
Australia at or through a permanent establishment of such Associate in that country, and which, in either case, would not become
a Lender in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme, or does not
receive such payment in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered
scheme.


 


“Original
Credit Agreement” means this Agreement as in effect on the Effective Date.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having
executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in
any Loan, Commitment or Loan Document).





     


    25 


    



“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency
borrowings by U.S.-managed banking offices of depositary institutions (as such composite rate shall be determined by the NYFRB
as set forth on the NYFRB Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight
bank funding rate.


 


“Parent”
means Amcor plc (f/k/a Arctic Jersey Limited), a public limited company incorporated under the laws of the Bailiwick of Jersey.


 


“Parent
Bankruptcy Event” means any event where Parent (a) is declared “bankrupt” as defined in Article 8 of the
Interpretations (Jersey) Law 1954 or any proceedings are commenced or other steps taken for Parent to be declared “bankrupt”
or (b) takes any step to participate in a scheme of arrangement or merger under Part 18A or Part 18B respectively of the Jersey
Companies Law or to seek continuance overseas under Part 18C of the Jersey Companies Law.


 


“Participant
Register” has the meaning set forth in Section 9.04(c)(ii).


 


“Participants”
has the meaning set forth in Section 9.04(c)(i).


 


“Payment”
has the meaning set forth in Article VIII.


 


“Payment
Notice” has the meaning set forth in Article VIII.


 


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


 


“Permitted
Encumbrances” means:


 


(a)
any Liens on any assets of Parent or any Subsidiary existing on the date hereof and set forth on Schedule 6.02; provided
that each such Lien shall not apply to any other asset of Parent or any Subsidiary, other than to proceeds and products of, and
after-acquired property that is affixed or incorporated into, the assets covered by such Lien on the date hereof;


 


(b)
any Lien existing on any asset prior to the acquisition of such asset by Parent or any Subsidiary after the Effective Date, provided
that (i) such Lien has not been created in anticipation of such asset being so acquired, (ii)  such Lien shall not apply
to any other asset of Parent or any Subsidiary, other than to proceeds and products of, and after-acquired property that is affixed
or incorporated into, the assets covered by such Lien on the date of such acquisition of such assets, (iii) such Lien shall secure
only the Financial Indebtedness secured by such Lien on the date of such acquisition of such asset and (iv) such Lien shall be
discharged within one year of the date of acquisition of such asset or such later date as may be the date of the maturity of the
Financial Indebtedness that such Lien secures if such Financial Indebtedness is fixed interest rate indebtedness that provides
a commercial financial advantage to Parent and the Subsidiaries;


 


(c)
any Lien existing on any assets of a Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged
or consolidated with or into a Subsidiary) after the Effective Date prior to the time such Person becomes a Subsidiary (or is
so merged or consolidated),





     


    26 


    



provided that (i) such Lien has not been created in anticipation of such Person becoming a
Subsidiary (or such merger or consolidation), (ii)  such Lien shall not apply to any other asset of Parent or any Subsidiary,
other than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by
such Lien on the date such Person becomes a Subsidiary (or is so merged or consolidated), (iii) such Lien shall secure only the
Financial Indebtedness secured by such Lien on the date such Person becomes a Subsidiary (or is so merged or consolidated), (iv)
such Lien shall be discharged within one year of the date such Person becomes a Subsidiary (or is so merged or consolidated) or
such later date as may be the date of the maturity of the Financial Indebtedness that such Lien secures if such Financial Indebtedness
is fixed interest rate indebtedness that provides a commercial financial advantage to Parent and the Subsidiaries and (v) in the
case of any Person becoming a Subsidiary as a result of a Division where the dividing person is Parent or a Subsidiary, such Lien
was permitted by this clause (c) immediately prior to the consummation of such Division;


 


(d)
any Lien created to secure new Financial Indebtedness, directly or indirectly, incurred for the purpose of purchasing Equity Interests
or other assets, provided that (i) such Lien shall secure only such Financial Indebtedness, (ii) such Lien shall apply
only to the Equity Interests or assets so purchased (and to proceeds and products of, and in the case of assets other than Equity
Interests, after-acquired property that is affixed or incorporated into, the assets so purchased) and (iii) such Lien shall be
discharged within two years of such Lien being granted;


 


(e)
any Lien created to secure Financial Indebtedness incurred for the purpose of acquiring or developing any real or personal property
or for some other purpose in connection with the acquisition or development of such property, provided that (i) such Lien
shall secure only such Financial Indebtedness, (ii) such Lien shall not apply to any other assets of Parent or any Subsidiary,
other than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the property so acquired
or developed, and (iii) the rights of the holder of the Lien shall be limited to the property that is subject to such Lien, it
being the intention that the holder of such Lien shall not have any recourse to Parent or any Subsidiaries personally or to any
other property of Parent or any Subsidiary;


 


(f)
any Lien for any borrowings from any financial institution for the purpose of financing any import or export contract in respect
of which any part of the price receivable is guaranteed or insured by such financial institution carrying on an export credit
guarantee or insurance business, provided that (i) such Lien applies only to the assets that are the subject of such import
or export contract and (ii) the amount of Financial Indebtedness secured thereby does not exceed the amount so guaranteed or insured;


 


(g)
any Lien for moneys borrowed from an international or governmental development agency or authority to finance the development
of a specific project where such Lien is required by applicable law or practice and where the Lien is created only over assets
used in or derived from the development of such project;


 


(h)
any Lien created in favor of co-venturers of Parent or any Subsidiary pursuant to any agreement relating to an unincorporated
joint venture, provided that (i) such Lien applies only to the Equity Interests in, or the assets of, such unincorporated
joint venture and (ii) such Lien secures solely the payment of obligations arising under such agreement;


 


(i)
any Lien over goods and products, or documents of title to goods and products, arising in the ordinary course of business in connection
with letters of credit and similar transactions, provided that such Lien secures only the acquisition cost or selling price
(and amounts incidental thereto) of such goods and products required to be paid within 180 days;





     


    27 


    



(j)
any Lien arising by operation of law in the ordinary course of business of Parent or any Subsidiary;


 


(k)
any Lien created by Parent or any Subsidiary over a Project Asset of Parent or such Subsidiary, provided that such Lien
secures (i) in the case of a Lien over assets or property referred to in clause (a) of the definition of Project Assets, Limited
Recourse Indebtedness incurred by Parent or such Subsidiary and (ii) in the case of a Lien over Equity Interests referred to in
clause (b) of the definition of Project Assets, Limited Recourse Indebtedness incurred by the direct Subsidiary of Parent or such
Subsidiary;


 


(l)
any Lien arising under any netting or set-off arrangement entered into by Parent or any Subsidiary in the ordinary course of its
banking arrangements for the purpose of netting debit and credit balances of Parent or any Subsidiary; and


 


(m)
any Lien created by Parent or any Subsidiary securing any Financial Indebtedness that repays or refinances all or any of the Limited
Recourse Indebtedness secured by a Lien permitted by clause (a) of this definition (an “Existing Security”),
provided that (i) such Lien does not extend to any asset or property which was not expressed to be subject to the Existing
Security, (ii) the amount of Financial Indebtedness secured by such Lien does not exceed the principal amount of Financial Indebtedness
that was outstanding and secured by the Existing Security at the time of such repayment or refinancing and (iii) such Financial
Indebtedness is Limited Recourse Indebtedness.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan),
that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and
in respect of which Parent or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
has the meaning set forth in Section 9.16(b).


 


“Prime
Rate” means the rate of interest per annum last quoted by The Wall Street Journal as the “prime rate”
in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum rate published by
the Board of Governors in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent)
or any similar release by the Board of Governors (as determined by the Administrative Agent). Each change in the Prime Rate shall
be effective from and including the date such change is publicly announced or quoted as being effective.


 


“Principal
Facility Agreement” means (a) the Existing Amcor Note Documents, (b) any Applicable Credit Agreement, (c) the Existing
Bemis Note Documents and (d) any other credit agreement, indenture or other agreement or instrument that, directly or indirectly
and in whole or in part, extends, renews, refinances, refunds or replaces any of the foregoing.


 


“Private
Side Information” means information that (a) is not available to all holders of Traded Securities of Parent and its
Subsidiaries and (b) is material non-public information (for purposes of securities laws of the United States, Australia, the
Bailiwick of Jersey and any other applicable jurisdiction).





     


    28 


    



“Private
Side Lender Representatives” means, with respect to any Lender, representatives of such Lender that are not Public Side
Lender Representatives.


 


“Project”
means any project or development undertaken or proposed to be undertaken by Parent or any Subsidiary involving (a) the acquisition
of assets or property, (b) the development of assets or property for exploitation by Parent or any Subsidiary or (c) the acquisition
and development of assets or property for exploitation by Parent or any Subsidiary.


 


“Project
Assets” means (a) any asset or property of Parent or any Subsidiary relating to the creation or development of a Project
or proposed Project of Parent or such Subsidiary, including any assets or property of Parent or such Subsidiary derived from,
produced by or related to such Project and (b) any fully paid shares or other Equity Interests in any Subsidiary that are held
by the direct parent of such Subsidiary, provided that (i) such Subsidiary carries on no business other than the business
of such Project or proposed Project and (ii) there is no recourse to such direct parent other than to those fully paid shares
or other Equity Interests and the rights and proceeds in respect of such shares or Equity Interests.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“Public
Side Lender Representatives” means, with respect to any Lender, representatives of such Lender that do not wish to receive
Private Side Information.


 


“Qualified
Material Acquisition” means any Acquisition by Parent or any of the Subsidiaries for which the aggregate consideration
exceeds US$375,000,000 (or the equivalent thereof in any other currency).


 


“Quotation
Day” means, with respect to any Revolving Loan or Revolving Borrowing in any currency for any Interest Period, (a) if
such currency is US Dollars, the day two Business Days prior to the first day of such Interest Period, (b) if such currency is
Euros, the day two TARGET Days before the first day of such Interest Period and (c) if such currency is Australian Dollars or
Sterling, the first day of such Interest Period, in each case unless market practice differs for loans denominated in the same
currency as the applicable Revolving Loans priced by reference to rates quoted in the Relevant Interbank Market, in which case
the Quotation Day for any Revolving Loan or Revolving Borrowing in such currency shall be determined by the Administrative Agent
in accordance with market practice for such loans priced by reference to rates quoted in the Relevant Interbank Market (and if
quotations would normally be given by leading banks for such loans priced by reference to rates quoted in the Relevant Interbank
Market on more than one day, the Quotation Day shall be the last of those days).


 


“Recipient”
means any Agent or any Lender (including each Swingline Lender), as applicable.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is LIBO Rate, 11:00 a.m.,
London time, on the day that is two London banking days preceding the date of such setting, (b) if such Benchmark is EURIBO Rate,
11:00 a.m., Brussels time, two TARGET Days preceding the date of such setting and (c) if such Benchmark is AUD Bank Bill Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 9.04(b).


 


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, partners,
trustees, employees, agents, representatives and advisors of such Person and of such Person’s Affiliates.





     


    29 


    



“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal or leaching
into the indoor or outdoor environment.


 


“Relevant
Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Revolving Loans denominated in US
Dollars, the Board of Governors and/or the NYFRB, or a committee officially endorsed or convened by the Board of Governors and/or
the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Revolving Loans
denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each
case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Revolving Loans denominated in Euros,
the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor
thereto, and (iv) with respect to a Benchmark Replacement in respect of Revolving Loans denominated in Australian Dollars, (a)
the Reserve Bank of Australia or any central bank or other supervisor which is responsible for supervising either (1) such
Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially
endorsed or convened by (1) the Reserve Bank of Australia, (2) any central bank or other supervisor that is responsible for supervising
either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks
or other supervisors or (4) the Financial Stability Board or any part thereof.


 


“Relevant
Interbank Market” means (a) with respect to US Dollars and Sterling, the London interbank market, (b) with respect to
Euros, the European interbank market and (c) with respect to Australian Dollars, the Australian interbank market for bank accepted
bills and negotiable certificates of deposit.


 


“Relevant
Rate” means (a) with respect to any Eurocurrency Revolving Borrowing denominated in US Dollars or Sterling, the LIBO
Rate, (b) with respect to any Eurocurrency Revolving Borrowing denominated in Euros, the EURIBO Rate, or (c) with respect to any
Revolving Borrowing denominated in Australian Dollars, the AUD Bank Bill Rate, as applicable.


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures and Unused Commitments representing more than 50%
of the sum of the Aggregate Revolving Credit Exposure and the unused Aggregate Commitment at such time; provided that,
for purposes of the foregoing, the Revolving Credit Exposure of any Lender that is a Swingline Lender shall be deemed to exclude
any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give
effect to any reallocation under Section 2.19 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the
Unused Commitment of such Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Restricted
Lender” has the meaning set forth in Section 1.03.


 


“Reuters”
means Thomson Reuters Corporation, a corporation incorporated under and governed by the Business Corporations Act (Ontario), Canada,
Refinitiv or, in each case, a successor thereto.


 


“Revolving
Borrowing” means any Borrowing comprised of Revolving Loans.


 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of (a) the sum of the US Dollar Equivalents
of the principal amounts of such Lender’s Revolving Loans outstanding at such time and (b) such Lender’s Swingline
Exposure at such time.





     


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“Revolving
Loan” means a Loan made by a Lender pursuant to Section 2.01.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., or any successor to its rating agency business.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by
OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state,
Her Majesty’s Treasury of the United Kingdom or the Department of Foreign Affairs and Trade (Australia), (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any Person or Persons referred
to in clause (a) or (b) above.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union,
any European Union member state or Her Majesty’s Treasury of the United Kingdom, (c) the Australian government or (d) the
government of the Bailiwick of Jersey.


 


“Screen
Rate” means (a) in respect of the LIBO Rate for any Interest Period, or in respect of any determination of the Alternate
Base Rate pursuant to clause (c) of the definition thereof, a rate per annum equal to the London interbank offered rate as administered
by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the
applicable currency (for delivery on the first day of such Interest Period) with a term equivalent to the relevant period as displayed
on the applicable Reuters screen page (currently page LIBOR01 or LIBOR02) (or, in the event such rate does not appear on a page
of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected
by the Administrative Agent from time to time in its reasonable discretion), (b) in respect of the EURIBO Rate for any Interest
Period, the rate per annum equal to the Euro interbank offered rate administered by the European Money Market Institute (or any
other Person that takes over the administration of such rate) for such Interest Period, as displayed on the Reuters screen page
that displays such rate (currently page EURIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen,
on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion) and (c) in respect of the AUD Bank Bill Rate for any Interest Period, (i)
the Australian Bank Bill Swap Reference Rate (Bid) administered by the ASX Benchmark Pty Limited (ACN 616 075 417) (or any other
Person that takes over the administration of such rate) with a term equivalent to such Interest Period as displayed on the applicable
Reuters screen page (currently page BBSY) (or, in the event such rate does not appear on a page of the Reuters screen, on the
appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from
time to time in its reasonable discretion), or (ii) if the rate described in clause (i) above is not available, the sum of (A)
the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other Person
which takes over the administration of such rate) with a term equivalent to such Interest Period as displayed on the applicable
Reuters screen page (currently page BBSW) (or, in the event such rate does not appear on a page of the Reuters screen, on the
appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from
time to time in its reasonable discretion), and (B) 0.05% per annum; provided that (i) if, as to any currency, no Screen
Rate shall be available for a particular period but Screen Rates shall be available for maturities both longer and shorter than
such period at such time, then the Screen Rate for such period shall be the Interpolated Screen Rate as of such time and (ii)
if any Screen Rate, determined as provided above, would be less than zero, such Screen Rate shall be deemed to be zero for all
purposes.





     


    31 


    



“SEC”
means the United States Securities and Exchange Commission.


 


“Second
Amendment” means that certain Amendment No. 2, dated as of March 30, 2021, to this Agreement.


 


“Second
Amendment Effective Date” means March 30, 2021.


 


“Significant
Subsidiary” means (a) each Borrower, (b) each Subsidiary that has total consolidated tangible assets (including the
value of Equity Interests in its subsidiaries), on any date of determination, equal to or greater than US$150,000,000 (or the
equivalent thereof in any other currency) and (c) any group of Subsidiaries that, taken together, have total consolidated tangible
assets (including the value of Equity Interests in their subsidiaries), on any date of determination, equal to or greater than
US$300,000,000 (or the equivalent thereof in any other currency).


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website.


 


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the NYFRB’s Website or any successor source for the secured overnight financing
rate identified as such by the SOFR Administrator from time to time.


 


“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day
published by the SONIA Administrator on the SONIA Administrator’s Website.


 


“SONIA
Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA
Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk,
or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.


 


“Specified
Provision” has the meaning set forth in Section 1.03.


 


“Specified
Time” means (a) with respect to the LIBO Rate, 11:00 a.m., London time, (b) with respect to the EURIBO Rate, 11:00 a.m.,
Brussels time and (c) with respect to the AUD Bank Bill Rate, 11:00 a.m., Sydney time.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal, carried out to five decimal places), the numerator of which
is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors to which
the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D.
LIBOR Revolving Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.





     


    32 


    



“Sterling”
or “£” means the lawful currency of the United Kingdom.


 


“Subordinated
Debt Allowance” means, on any date, Financial Indebtedness of Parent, a Borrower or any Subsidiary Guarantor that is
unsecured and junior and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative
Agent.


 


“Subsequent
Borrowing” has the meaning set forth in Section 2.07(d).


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with US GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which Equity Interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of Parent.


 


“Subsidiary
Guarantor” means any Subsidiary of Parent that, on or after the Effective Date, is a party to, and provides a Guarantee
of the Obligations under, the Guarantee Agreement; provided that, for purposes of Section 6.01, such Subsidiary shall
not be deemed to be a Subsidiary Guarantor or a Loan Party if the Administrative Agent determines, in its reasonable discretion,
that such Subsidiary is subject to any applicable law (including any financial assistance rule or any corporate benefit rule)
impeding in any material respect the ability of such Subsidiary to perform in full its obligations under the Guarantee Agreement
(without giving effect to any limitations on such obligations relating to law that is set forth in the Guarantee Agreement) and
advises Parent thereof in writing.


 


“Substitute
Foreign Administrative Agent” has the meaning set forth in Article VIII.


 


“Swingline
Borrowing” means any Borrowing comprised of Swingline Loans.


 


“Swingline
COF Rate” has the meaning set forth in Section 2.13(a).


 


“Swingline
Commitment” means, with respect to each Swingline Lender, such Swingline Lender’s Australian Dollar Swingline
Commitment or Euro Swingline Commitment.


 


“Swingline
Exposure” means, at any time, the sum of the US Dollar Equivalents of the principal amounts of all Swingline Loans outstanding
at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the sum of
the US Dollar Equivalents of the principal amounts of all Swingline Loans outstanding at such time (excluding, in the case of
any Lender that is a Swingline Lender, Swingline Loans made by such Lender and outstanding at such time to the extent that the
other Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation
under Section 2.19 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that
is a Swingline Lender, the sum of the US Dollar Equivalents of the principal amounts of all Swingline Loans made by such Lender
and outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swingline
Loans.


 


“Swingline
Lender” means the Australian Dollar Swingline Lender or the Euro Swingline Lender.





     


    33 


    



“Swingline
Loan” means a Loan made pursuant to Section 2.04. A Swingline Loan may be an Australian Dollar Swingline Loan or
a Euro Swingline Loan.


 


“Syndication
Agents” means Bank of America, N.A., BNP Paribas, Citibank, N.A., HSBC Bank plc, MUFG Bank, Ltd. and Wells Fargo Bank,
N.A., London Branch, each in its capacity as syndication agent for the credit facility established hereunder.


 


“TARGET
Day” means any day on which the Trans European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment
system (or, if such payment system ceases to be operative, such other payment system as shall be determined by the Administrative
Agent to be a replacement therefor for purposes hereof) is open for the settlement of payments in Euro.


 


“Taxes”
means all present or future taxes (including, for the avoidance of doubt, any VAT), levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


 


“Term
ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate
based on ESTR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
ESTR Notice” means a notification by the Administrative Agent to the Lenders and Parent of the occurrence of a Term
ESTR Transition Event.


 


“Term
ESTR Transition Event” means the determination by the Administrative Agent that (a) Term ESTR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term ESTR is administratively feasible for the Administrative
Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a
Benchmark Replacement in accordance with Section 2.13(b) that is not Term ESTR.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate
based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and Parent of the occurrence of a Term
SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative
Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a
Benchmark Replacement in accordance with Section 2.13(b) that is not Term SOFR.


 


“Test
Period” means the period of four consecutive fiscal quarters of Parent most recently ended for which Consolidated Financial
Statements have been delivered (or are required to have been delivered) pursuant to Section 5.01(a)(i) or 5.01(b) (or, prior to
the first such delivery, are referred to in Section 3.05(a)).


 


“Titled
Person” has the meaning set forth in Article VIII.


 


“Total
Net Indebtedness” means, as of any date (a) the sum of (i) the aggregate amount of outstanding long-term debt (including
the current portion of long-term debt) and short-term debt as disclosed in the most recent Consolidated Financial Statements delivered
pursuant to Section 5.01(a)(i) or





     


    34 


    



5.01(b), but (x) for the avoidance of doubt, excluding retirement and other employee benefit
obligations and “Other current liabilities” and “Other non-current liabilities”, in each case as disclosed
in such Consolidated Financial Statements, and (y) excluding any Financial Indebtedness falling within the Subordinated Debt Allowance,
and (ii) without duplication, any Guarantees of long-term debt or short-term debt given by Parent or any Subsidiary that are outstanding
on such date, minus (b) cash and cash equivalents of Parent and its Subsidiaries (including short-term deposits held with financial
institutions) on such date, all as determined on a consolidated basis in accordance with US GAAP.


 


“Total
Tangible Assets” means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill
and deferred tax assets) of Parent and the Subsidiaries, as disclosed in the most recent Consolidated Financial Statements delivered
pursuant to Section 5.01(a)(i) or 5.01(b) (or, prior to the first such delivery, referred to in Section 3.05(a)), minus
(b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness
and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the
most recent Consolidated Financial Statements delivered pursuant to Section 5.01(a)(i) or 5.01(b) (or, prior to the first
such delivery, referred to in Section 3.05(a)), plus (c) the net cash proceeds received by Parent from any share capital
issuance by Parent consummated after the date of the most recent balance sheet included in such Consolidated Financial Statements
and on or prior to such date.


 


“Traded
Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation
in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”
or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition
of, or any right to subscribe to, purchase or acquire, any of the foregoing, in each case that have been issued pursuant to a
public offering under the laws of the United States, Australia, the Bailiwick of Jersey or any other applicable jurisdiction or
pursuant to Rule 144A or a similar private placement under the laws of the United States, Australia, the Bailiwick of Jersey or
any other applicable jurisdiction.


 


“Transactions”
means (a) the execution, delivery and performance by Parent and each other Loan Party of the Loan Documents to which it is
a party, (b) in the case of the Borrowers, the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the
payment of fees and expenses incurred in connection with the foregoing.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted EURIBO Rate, the Adjusted AUD Bank Bill Rate,
the Alternate Base Rate, the Euro Overnight Rate or the AUD Overnight Rate.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“United
States” means the United States of America.





     


    35 


    



“Undisclosed
Administration” means, with respect to any Lender, the appointment of an administrator or other similar supervisory
official by a supervisory authority or regulator pursuant to the law of the country where such Lender is subject to home jurisdiction
supervision if the applicable law of such country requires that such appointment not be publicly disclosed (and such appointment
has not been publicly disclosed).


 


“Unsecured
Rating” means, with respect to the rating by Moody’s or S&P at any time, (a) the public rating assigned by
Moody’s or S&P, as the case may be, to the Index Debt of Parent at such time or (b) if Moody’s or S&P, as
the case may be, shall not have in effect at such time a rating referred to in clause (a), then the public corporate rating (however
denominated) assigned by Moody’s or S&P, as the case may be, to Parent at such time.


 


“Unused
Commitment” means, at any time with respect to any Lender, the Commitment of such Lender then in effect minus the Revolving
Credit Exposure of such Lender at such time.


 


“US
Dollar Equivalent” means, on any date of determination, (a) with respect to the principal amount of any Loan denominated
in US Dollars, such amount, and (b) with respect to the principal amount of any Loan denominated in an Alternative Currency,
the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange
Rate with respect to such Alternative Currency at the time in effect under the provisions of Section 1.05.


 


“US
Dollars” or “US$” refers to lawful money of the United States.


 


“US
GAAP” means generally accepted accounting principles in the United States of America, as in effect, subject to Section 1.04(a),
from time to time.


 


“US
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“USA
Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


“VAT”
means (a) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax
(EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a member state of the European Union in
substitution for, or levied in addition to, such Tax referred to in clause (a) of this definition, or imposed elsewhere.


 


“VAT
Supplier” has the meaning set forth in Section 2.16(l).


 


“VAT
Recipient” has the meaning set forth in Section 2.16(l).


 


“VAT
Relevant Party” has the meaning set forth in Section 2.16(l).


 


“wholly-owned”,
when used in reference to a subsidiary of any Person, means that all the Equity Interests in such subsidiary (other than directors’
qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable
law) are owned, beneficially and of record, by such Person, another wholly-owned subsidiary of such Person or any combination
thereof.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.





     


    36 


    



“Write-Down
and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of
a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


SECTION
1.02.      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
 “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Revolving Loan”). Borrowings also may be classified
and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “LIBOR Borrowing”) or by
Class and Type (e.g., a “LIBOR Revolving Borrowing”).


 


SECTION
1.03.     Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed
to have the same meaning and effect as the word “shall”. The words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed
as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder
having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all
Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise, (a) any definition of
or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference
to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise
modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring
to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to
any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to
any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words
of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and
(e) all references herein to Articles, Sections, Exhibits, Schedules and Annexes shall be construed to refer to Articles and Sections of,
and Exhibits, Schedules and Annexes to, this Agreement. In relation to any Lender that is incorporated in Germany or otherwise
is subject to the regulations referred to below (each, a “Restricted Lender”), any representation, warranty
or covenant set forth herein that refers to Sanctions and/or a Sanctioned Person (each, a “Specified Provision”)
shall only apply for the benefit of such Restricted Lender to the extent that such Specified Provision would not result in (i)
a violation of, conflict with or liability under EU Regulation (EC) 2271/96 (or any implementing law or regulation in any member
state of the European Union or the United Kingdom) or (ii) a violation of or conflict with section 7 foreign trade rules (AWV)
(Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 foreign trade law (AWG) (Außenwirtschaftsgesetz))
or a similar anti-boycott statute (the “Mandatory Restrictions”). In the case of any consent or direction by
Lenders in respect of any Specified Provision of which a Restricted Lender does not have the benefit due to a Mandatory Restriction,
then, notwithstanding anything to the contrary in





     


    37 


    



the definition of Required Lenders, for so long as such Restricted Lender shall
be subject to a Mandatory Restriction, the Commitment and Revolving Credit Exposure of such Restricted Lender will be disregarded
for the purpose of determining whether the requisite consent of the Lenders has been obtained or direction by the requisite Lenders
has been made, it being agreed, however, that, unless, in connection with any such determination, the Administrative Agent shall
have received written notice from any Lender stating that such Lender is a Restricted Lender with respect thereto, each Lender
shall be presumed, in connection with such determination, not to be a Restricted Lender.


 


SECTION
1.04.      Accounting Terms; Pro Forma Calculations. (a)  Except
as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in
accordance with US GAAP as in effect from time to time; provided that if Parent, by notice to the Administrative
Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the date
hereof in US GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent or the
Required Lenders, by notice to Parent, shall request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in US GAAP or in the application thereof, then (i) such
provision shall be interpreted on the basis of US GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) Parent
shall provide such statements of reconciliation as are reasonably necessary to enable calculations of any ratio or amount set
forth herein on the basis of US GAAP as in effect and applied before such change shall have become effective. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under
Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Financial Indebtedness or other liabilities of Parent or any Subsidiary at
 “fair value” as defined therein, (ii) any treatment of Financial Indebtedness under Accounting Standards
Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any such Financial Indebtedness in a reduced or bifurcated manner as described therein,
and such Financial Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iii) any
treatment of any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar
arrangement) would not have been required to be so treated under US GAAP as in effect on December 31, 2017, as a result of
the effectiveness of the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting
Standards Codification having a similar result or effect) (and related interpretations).


 


(b)          
All computations in respect of EBITDA for any period required to be made hereunder giving pro forma effect to any Material Acquisition
or Material Disposition shall be calculated as if such transaction had occurred on the first day of such period as follows: (i)
historical revenues and other historical income statement items (whether positive or negative) directly attributable to the property
or Person subject to such Material Acquisition or Material Disposition (x) in the case of a Material Acquisition, shall be included
(but without giving effect to any cost savings or synergies) and (y) in the case of a Material Disposition, shall be excluded
and (ii) any retirement of Financial Indebtedness and any Financial Indebtedness incurred or assumed by Parent or any of
the Subsidiaries in connection therewith shall be given pro forma effect as if the same had occurred on the first day of such
period (and if any such Financial Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
on such Financial Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Hedge Agreement applicable to such indebtedness if such Hedge Agreement has
a remaining term in excess of 12 months)).


 


SECTION
1.05.      Currency Translation. The Administrative Agent
shall determine the US Dollar Equivalent of any Borrowing denominated in an Alternative Currency on each applicable





     


    38 


    



Exchange Rate
Date, in each case using the Exchange Rate for such Alternative Currency in relation to US Dollars in effect on the date of determination,
and such amount shall be the US Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this
sentence. The Administrative Agent shall notify Parent and the Lenders of each determination of the US Dollar Equivalent of each
Borrowing denominated in an Alternative Currency.


 


SECTION
1.06.      Syndicated Facility Agreement. This Agreement is
a “syndicated facility agreement” for the purposes of section 128F(11)(a) of the Australian Tax Act.


 


SECTION
1.07.     Interest Rate; LIBOR Notification. The interest
rate on a Revolving Loan denominated in US Dollars or an Alternative Currency may be derived from an interest rate benchmark that
is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark
reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply
with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change.
The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings
from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end
of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration
(together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting
the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may
no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR
Revolving Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify
new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an Early Opt-In Election, Section 2.13(b)
provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify Parent, pursuant
to Section 2.13(b), in advance of any change to the reference rate upon which the interest rate on Eurocurrency Revolving
Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates
in the definition of “Screen Rate” or with respect to any alternative or successor rate thereto, or replacement rate
thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.13(b),
whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, a Term ESTR Transition Event or an
Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.13(b)),
including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate, the EURIBO Rate or the AUD Bank
Bill Rate, as applicable, or have the same volume or liquidity as did the London interbank offered rate, the Euro interbank offered
rate or the Australian Dollar bill of exchange rate, as applicable, prior to its discontinuance or unavailability.


 


SECTION
1.08.      Most Favored Nation Provision.


 


(a)          
In the event that any Multi-Year Revolving Credit Agreement shall contain any financial covenant,
any restrictive covenant, any event of default, any subsidiary guarantee or any collateral requirement (each, an “MFN
Provision”) that is either not set forth in this Agreement or any other Loan Document, or is more restrictive on Parent
and the Subsidiaries or otherwise more favorable to the lenders or other creditors thereunder than the corresponding provisions
set forth in this Agreement or such other Loan Document, then this Agreement or such other Loan Document, as applicable, shall
automatically be deemed to have been amended to incorporate such MFN Provision, mutatis mutandis, as if set forth
fully





     


    39 


    

herein or therein, without any further action required on the part of any Person, effective as of the date when such MFN Provision
became effective under such Multi-Year Revolving Credit Agreement. Parent shall execute any and all further documents and agreements,
including amendments hereto, and shall take all such further actions, as shall be reasonably requested by the Administrative Agent
to give effect to this paragraph. Failure by Parent or any Subsidiary to observe or perform any provision incorporated pursuant
to this Section shall constitute an Event of Default under clause (d) of Article VII, provided that the period of
grace (if any) applicable to the failure to observe or perform the MFN Provision set forth in the Multi-Year Revolving Credit
Agreement shall also apply hereunder.


 


(b)          
If, after the time this Agreement is amended pursuant to Section 1.08(a) to include in this Agreement any MFN Provision
(an “Incorporated MFN Provision”) contained in any Multi-Year Revolving
Credit Agreement, such Incorporated MFN Provision ceases to be in effect under, or is deleted from, such Multi-Year
Revolving Credit Agreement (including as a result of the termination of such Multi-Year
Revolving Credit Agreement upon the repayment in full of all Financial Indebtedness outstanding thereunder and the termination
of all commitments thereunder), or is amended or modified for the purposes of such Multi-Year
Revolving Credit Agreement so as to become less restrictive with respect to Parent or any of its Subsidiaries, then, upon
the request of Parent, the Required Lenders will amend this Agreement to delete or similarly amend or modify, as the case may
be, such Incorporated MFN Provision as in effect in this Agreement, provided that no Default or Event of Default shall
be in existence immediately before or after such deletion, amendment or modification. Notwithstanding the foregoing, no amendment
to this Agreement pursuant to this Section 1.08(b) as the result of any Incorporated MFN Provision ceasing to be in effect
or being deleted, amended or otherwise modified shall cause any financial covenant, any restrictive covenant, any event of default,
any subsidiary guarantee or any collateral requirement in this Agreement to be less restrictive as to Parent or any Subsidiary
than such financial covenant, restrictive covenant, event of default, subsidiary guarantee or collateral requirement as contained
in this Agreement as in effect on the Second Amendment Effective Date, and as amended, supplemented or otherwise modified thereafter
(other than as the result of the application of Section 1.08(a)).


 


SECTION
1.09.      Divisions. For all purposes under the Loan Documents,
in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s
laws) (each, a “Division”): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person
to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE
II



The Credits


 


SECTION
2.01.      Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans denominated in US Dollars or any Alternative Currency to each Borrower
from time to time during the Availability Period in an aggregate principal amount for all such Revolving Loans that will not result
in (a) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitment or (b) the Revolving Credit Exposure
of any Lender exceeding its Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrowers may borrow, prepay and reborrow Revolving Loans.


 


SECTION
2.02.      Loans and Borrowings. (a)  Each Revolving
Loan shall be made as part of a Revolving Borrowing consisting of Revolving Loans of the same Type and currency made by the Lenders
ratably in accordance with their respective Commitments to the same Borrower. Each Swingline Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Lender





     


    40 


    

to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and
no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)          
Subject to Section 2.13, (i) each Revolving Borrowing denominated in US Dollars shall be comprised entirely of ABR Revolving
Loans or LIBOR Revolving Loans, as the applicable Borrower (or Parent on its behalf) may request in accordance herewith, (ii)
each Revolving Borrowing denominated in Sterling shall be comprised entirely of LIBOR Revolving Loans, (iii) each Revolving
Borrowing denominated in Euros shall be comprised entirely of EURIBOR Revolving Loans, (iv) each Revolving Borrowing denominated
in Australian Dollars shall be comprised entirely of BBR Revolving Loans, (v) each Australian Dollar Swingline Loan shall be an
AUD Overnight Rate Loan and (vi) each Euro Swingline Loan shall be a Euro Overnight Rate Loan. Each Lender at its option may make
any 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.


 


(c)          
At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, and at the time each ABR Revolving Borrowing
is made, such Revolving Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not
less than the Borrowing Minimum; provided that (i) a Eurocurrency Revolving Borrowing that results from a continuation
of an outstanding Eurocurrency Revolving Borrowing may be in an aggregate amount that is equal to such outstanding Eurocurrency
Revolving Borrowing and (ii) an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance
of the Commitments. At the time each Australian Dollar Swingline Borrowing is made, such Borrowing shall be in an amount that
is an integral multiple of A$1,000,000 and not less than A$5,000,000. At the time each Euro Swingline Borrowing is made, such
Borrowing shall be in an amount that is an integral multiple of €1,000,000 and not less than €5,000,000. Borrowings
of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total
of 10 (or such greater number as may be agreed to by the Administrative Agent) Eurocurrency Revolving Borrowings outstanding.


 


(d)          
Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert
to or continue, any Eurocurrency Revolving Borrowing if the Interest Period requested with respect thereto would end after the
Maturity Date.


 


SECTION
2.03.     Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower (or Parent on its behalf) shall notify the Applicable Agent (a) in the case of a
LIBOR Revolving Borrowing denominated in US Dollars, not later than 11:00 a.m., Local Time, three Business Days before the date
of the proposed Revolving Borrowing, (b) in the case of a LIBOR Revolving Borrowing denominated in Sterling, a EURIBOR Revolving
Borrowing or a BBR Revolving Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed
Revolving Borrowing or (c) in the case of an ABR Revolving Borrowing, not later than 10:00 a.m., Local Time, on the date
of the proposed Revolving Borrowing. Each such request shall be made by hand delivery, transmission by electronic mail (in .pdf
or .tif format) or facsimile to the Applicable Agent of a written Borrowing Request executed by a Financial Officer of the applicable
Borrower (or, if applicable, of Parent). Each Borrowing Request shall be irrevocable and shall specify the following information
in compliance with Section 2.02:


 


(i)            
the Borrower requesting such Revolving Borrowing (or on whose behalf Parent is requesting such Revolving Borrowing);


 


(ii)           
the currency and the principal amount of such Revolving Borrowing;



     


    41 


    

(iii)          
the date of such Revolving Borrowing, which shall be a Business Day;


 


(iv)          
the Type of such Revolving Borrowing;


 


(v)           
in the case of a Eurocurrency Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and


 


(vi)          
the location and number of the account of the applicable Borrower to which funds are to be disbursed, and identifying information
with respect to the applicable recipient bank (and any correspondent bank, if applicable) (which shall be reasonably satisfactory
to the Applicable Agent).


 


If
no currency is specified with respect to any requested Revolving Borrowing, then the applicable Borrower (or Parent on its behalf)
shall be deemed to have selected US Dollars. If no election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be (A) in the case of a Revolving Borrowing denominated in US Dollars, an ABR Revolving Borrowing,
(B) in the case of a Revolving Borrowing denominated in Euro, a EURIBOR Revolving Borrowing, (C) in the case of a Revolving
Borrowing denominated in Australian Dollars, a BBR Revolving Borrowing and (D) in the case of a Revolving Borrowing denominated
in Sterling, a LIBOR Revolving Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Applicable Agent shall advise each Lender of the
requested Revolving Borrowing of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part
of the requested Revolving Borrowing.


 


SECTION
2.04.     Swingline Loans. (a)  Subject to the terms and conditions set forth herein,
the Australian Dollar Swingline Lender agrees to make Swingline Loans denominated in Australian Dollars to each Borrower from
time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of the outstanding Australian Dollar Swingline Loans exceeding A$50,000,000 (as such
amount may be adjusted pursuant to Section 2.04(e)), (ii) the aggregate principal amount of the outstanding
Australian Dollar Swingline Loans made by the Australian Dollar Swingline Lender exceeding its Australian Dollar Swingline
Commitment, (iii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitment, (iv) the Revolving Credit
Exposure of any Lender exceeding its Commitment or (v) in the event the Existing Maturity Date shall have been extended as
provided in Section  2.08(b), the Swingline Exposure attributable to Swingline Loans maturing after such Existing
Maturity Date exceeding the total Commitments that shall have been extended to a date after the latest maturity date of such
Swingline Loans; provided that the Australian Dollar Swingline Lender shall not be required to make an Australian
Dollar Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Australian Dollar Swingline Loans.


 


(b)          
Subject to the terms and conditions set forth herein, the Euro Swingline Lender agrees to make Swingline Loans denominated in
Euros to each Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of the outstanding Euro Swingline Loans exceeding €50,000,000
(as such amount may be adjusted pursuant to Section 2.04(e)), (ii) the aggregate principal amount of the outstanding
Euro Swingline Loans made by the Euro Swingline Lender exceeding its Euro Swingline Commitment, (iii) the Aggregate Revolving
Credit Exposure exceeding the Aggregate Commitment, (iv) the Revolving Credit Exposure of any Lender exceeding its Commitment
or (v) in the event the Existing Maturity Date shall have been extended as provided in Section  2.08(b), the Swingline Exposure
attributable to Swingline Loans maturing after such Existing Maturity Date exceeding the total Commitments that shall have been



     


    42 


    


extended to a date after the latest maturity date of such Swingline Loans; provided that the Euro Swingline Lender shall
not be required to make a Euro Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Euro Swingline Loans.


 


(c)          
To request a Swingline Borrowing, the applicable Borrower (or Parent on its behalf) shall notify the Applicable Agent of such
request not later than (i) 10:00 a.m., Local Time, on the day of the proposed Australian Dollar Swingline Borrowing, or (ii) 11:00
a.m., Local Time, on the day of the proposed Euro Swingline Borrowing. Each such request shall be made by hand delivery, transmission
by electronic mail (in .pdf or .tif format) or facsimile to the Applicable Agent of a written Borrowing Request executed by a
Financial Officer of the applicable Borrower (or, if applicable, of Parent). Each Borrowing Request shall specify, in compliance
with Section  2.02, the requested date of such Swingline Borrowing (which shall be a Business Day), the currency and the
principal amount of the requested Swingline Borrowing and the location and number of the account of the applicable Borrower to
which funds are to be disbursed, and identifying information with respect to the applicable recipient bank (and any correspondent
bank) (which shall be reasonably satisfactory to the Applicable Agent). Promptly following the receipt of a Borrowing Request
in accordance with this Section (and in any event not later than (i) 12:00 p.m., Local Time, on the day of the proposed Australian
Dollar Swingline Borrowing, or (ii) 1:00 p.m., Local Time, on the day of the proposed Euro Swingline Borrowing), the Administrative
Agent shall advise each applicable Swingline Lender of the amount of such Swingline Lender’s Loan to be made as part of
the requested Swingline Borrowing. Each applicable Swingline Lender shall make each Swingline Loan to be made by it hereunder
by wire transfer of immediately available funds in the applicable currency to the account specified in such Borrowing Request
by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.


 


(d)          
Each Swingline Lender may by written notice given to the Applicable Agent not later than 10:00 a.m., Local Time, on any Business
Day require the Lenders to acquire participations in all or a portion of the Swingline Loans of such Swingline Lender outstanding.
Such notice shall specify the currency and the aggregate principal amount of the Swingline Loans in which the Lenders will be
required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender,
specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely
and unconditionally agrees to pay (in Australian Dollars or Euro, as applicable), on the first Business Day following receipt
of notice as provided above, to the Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that, in making any Swingline Loan,
each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty
of the Borrowers deemed made pursuant to Section  4.03, unless, at least one Business Day prior to the time such Swingline
Loan was made, the Required Lenders shall have notified the Swingline Lenders (with a copy to the Administrative Agent) in writing
that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set
forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Swingline Loan were then made (it being understood and
agreed that, in the event any Swingline Lender shall have received any such notice, no Swingline Lender shall have any obligation
to make any Swingline Loan until and unless such Swingline Lender shall be satisfied that the events and circumstances described
in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that
its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination
of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section  2.05 with respect to Loans made by such Lender (and Section  2.05 shall apply, mutatis
mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative





     


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Agent shall promptly remit
to the applicable Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the applicable
Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of
such Swingline Loan shall be made to the Applicable Agent and not to the Swingline Lender. Any amounts received by a Swingline
Lender from a Borrower (or other Person on behalf of such Borrower) in respect of a Swingline Loan after receipt by such Swingline
Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts
received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the Lenders that shall have made their
payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the applicable Swingline Lender or to the Applicable Agent, as applicable, if and to the extent
such payment is required to be refunded to a Borrower for any reason. The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not constitute a Loan and shall not relieve any Borrower of its obligation to repay such Swingline Loan.


 


(e)          
Parent may at any time terminate, or from time to time permanently reduce, the Australian Dollar Swingline Commitment or the Euro
Swingline Commitment; provided that Parent shall not terminate or reduce the Australian Dollar Swingline Commitment or
the Euro Swingline Commitment, as the case may be, if, after giving effect to any concurrent prepayment of Swingline Loans in
accordance with Section 2.09, (i) the aggregate principal amount of the outstanding Australian Dollar Swingline Loans made by
the Australian Dollar Swingline Lender would exceed its Australian Dollar Swingline Commitment or (ii) the aggregate principal
amount of the outstanding Euro Swingline Loans made by the Euro Swingline Lender would exceed its Euro Swingline Commitment. In
the event that the Australian Dollar Swingline Commitment is reduced in accordance with this paragraph, Parent may, with the consent
of the Euro Swingline Lender and by written notice to the Administrative Agent, increase the Euro Swingline Commitment in a maximum
aggregate amount equal to the aggregate amount by which the Australian Dollar Swingline Commitment has been so reduced (or, in
the event the Australian Dollar Swingline Commitment is terminated in full, in a maximum aggregate amount equal to the Australian
Dollar Swingline Commitment in effect immediately prior to such termination, it being agreed that any such increase shall also
increase by a like amount the amount referred to in clause (i) of Section 2.04(a)). In the event that the Euro Swingline
Commitment is reduced in accordance with this paragraph, Parent may, with the consent of the Australian Dollar Swingline Lender
and by written notice to the Administrative Agent, increase the Australian Dollar Swingline Commitment in a maximum aggregate
amount equal to the aggregate amount by which the Euro Swingline Commitment has been so reduced (or, in the event the Euro Swingline
Commitment is terminated in full, in a maximum aggregate amount equal to the Euro Swingline Commitment in effect immediately prior
to such termination), it being agreed that any such increase shall also increase by a like amount the amount referred to in clause (i)
of Section 2.04(b). Parent shall notify the Administrative Agent of any election to terminate, reduce or increase the Australian
Dollar Swingline Commitment or the Euro Swingline Commitment, as applicable, under this paragraph at least three Business
Days prior to the effective date of such termination, reduction or increase, specifying the effective date thereof. Promptly following
receipt of any such notice, the Administrative Agent shall advise the applicable Swingline Lenders of the contents thereof. Each
notice delivered by Parent pursuant to this paragraph shall be irrevocable. Any termination or reduction of the applicable
Swingline Commitments shall be permanent.


 


SECTION
2.05.     Funding of Borrowings. (a)  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 by 1:30 p.m., Local Time, to the account of the Applicable Agent most recently designated by it for
such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Applicable
Agent will make such Loans available to the applicable Borrower by promptly remitting the amounts so received, in like funds,
to the account designated in the applicable Borrowing Request.





     


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(b)          
Unless the Applicable Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Applicable Agent such Lender’s share of such Borrowing, the Applicable Agent may assume that
such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
on such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Applicable Agent, then the applicable Lender and such Borrower severally
agree to pay to the Applicable Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to such Borrower to but excluding the date of payment to the Applicable Agent,
at (i) in the case of a payment to be made by such Lender, (A) if denominated in US Dollars, the greater of (x) the NYFRB
Rate and (y) a rate determined by such Agent in accordance with banking industry rules on interbank compensation and (B) if denominated
in an Alternative Currency, the greater of (x) the rate reasonably determined by such Agent to be the cost to it of funding such
amount (which determination will be conclusive absent manifest error) and (y) a rate determined by such Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of a payment to be made by such Borrower, the interest
rate applicable to the subject Loan pursuant to Section 2.12. If any Borrower and such Lender shall pay such interest to
the Applicable Agent for the same or an overlapping period, the Applicable Agent shall promptly remit to such Borrower the amount
of such interest paid by such Borrower for such period. If such Lender pays such amount to the Applicable Agent, then the applicable
Borrower shall not be required to pay such amount to the Applicable Agent and such amount shall constitute such Lender’s
Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower may have against
a Lender that shall have failed to make such payment to the Applicable Agent.


 


SECTION
2.06.      Interest Elections. (a)  Each Revolving
Borrowing initially shall be of the Type and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest
Period as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the applicable
Borrower (or Parent on its behalf) may elect to convert such Revolving Borrowing (if denominated in US Dollars) to a Revolving
Borrowing of a different Type or to continue such Revolving Borrowing and, in the case of a Eurocurrency Revolving Borrowing,
may elect Interest Periods therefor, all as provided in this Section. A Borrower (or Parent on its behalf) may elect different
options with respect to different portions of an affected Revolving Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Revolving Loans comprising such Revolving Borrowing and the Revolving Loans resulting from
an election made with respect to any such portion shall be considered a separate Revolving Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued. Notwithstanding any other provision of this Section, no Borrower
shall be permitted to change the currency of any Revolving Borrowing or elect an Interest Period for a Eurocurrency Revolving
Borrowing that does not comply with Section 2.02(d).


 


(b)          
To make an election pursuant to this Section, the applicable Borrower (or Parent on its behalf) shall notify the Applicable Agent
of such election by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting
a Revolving Borrowing of the Type and in the currency resulting from such election to be made on the effective date of such election.
Each such election shall be made by hand delivery, transmission by electronic mail (in .pdf or .tif format) or facsimile to the
Applicable Agent of a written Interest Election Request executed by a Financial Officer of the applicable Borrower (or, if applicable,
of Parent). Each Interest Election Request shall be irrevocable and shall specify the following information in compliance with
Section 2.02:


 


(i)           
the Revolving Borrowing to which such Interest Election Request applies and, if different options are being elected with respect
to different portions thereof, the portions thereof to be allocated to each resulting Revolving Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Revolving Borrowing);





     


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(ii)          
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)         
the Type of the resulting Revolving Borrowing; and


 


(iv)         
if the resulting Revolving Borrowing is to be a Eurocurrency Revolving Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If
any such Interest Election Request requests a Eurocurrency Revolving Borrowing but does not specify an Interest Period, then the
applicable Borrower (or Parent on its behalf) shall be deemed to have selected an Interest Period of one month’s duration.


 


(c)          
Promptly following receipt of an Interest Election Request in accordance with this Section, the Applicable Agent shall advise
each Lender of the details thereof and of such Lender’s portion of each resulting Revolving Borrowing.


 


(d)          
If the applicable Borrower (or Parent on its behalf) fails to deliver a timely Interest Election Request with respect to a Eurocurrency
Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Revolving Borrowing is repaid
as provided herein, at the end of such Interest Period, (i) in the case of a LIBOR Revolving Borrowing denominated in US Dollars,
such Revolving Borrowing shall be converted to an ABR Revolving Borrowing and (ii) in the case of a LIBOR Revolving Borrowing
denominated in Sterling, a EURIBOR Revolving Borrowing or a BBR Revolving Borrowing, such Revolving Borrowing shall be continued
as a Revolving Borrowing of the applicable Type with an Interest Period of one month.


 


(e)          
Notwithstanding any contrary provision hereof, if an Event of Default under clause (h) or (i) of Article VII has occurred
and is continuing with respect to any Borrower, or if any other Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, has notified Parent of the election to give effect to this sentence on account
of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding
Revolving Borrowing denominated in US Dollars may be converted to or continued as a LIBOR Revolving Borrowing, (ii) unless
repaid, each LIBOR Revolving Borrowing denominated in US Dollars shall be converted to an ABR Revolving Borrowing at the end of
the Interest Period applicable thereto and (iii) unless repaid, each LIBOR Revolving Borrowing denominated in Sterling, EURIBOR
Revolving Borrowing and BBR Revolving Borrowing shall be continued as a Revolving Borrowing of the applicable Type with an Interest
Period of one month’s duration.


 


SECTION
2.07.      Termination and Reduction of Commitments; Increase
of Commitments. (a)  Unless previously terminated, the Commitments shall automatically terminate on the Maturity
Date.


 


(b)          
Parent may at any time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000
and (ii) Parent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Revolving Loans and/or Swingline Loans in accordance with Section 2.09, (A) the Aggregate Revolving Credit Exposure would
exceed the Aggregate Commitment or (B) the Revolving Credit Exposure of any Lender would exceed its Commitment.


 


(c)          
Parent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date





     


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of such termination or reduction, specifying the effective
date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by Parent pursuant to this Section shall be irrevocable; provided that a notice of
termination or reduction of the Commitments under paragraph (b) of this Section may state that such notice is conditioned
upon the occurrence of one or more events specified therein, in which case such notice may be revoked by Parent (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance
with their respective Commitments.


 


(d)          
Parent may at any time and from time to time by written notice to the Administrative Agent (which shall promptly upon receipt
deliver a copy thereof to each of the Lenders) executed by Parent and one or more financial institutions (any such financial institution
being referred to as an “Increasing Lender”), which may include any Lender, cause Commitments of the Increasing
Lenders to be increased (or cause the Increasing Lenders to extend new Commitments) in an amount for each Increasing Lender (which
shall not be less than US$5,000,000) set forth in such notice; provided that (i) no Lender shall have any obligation
to increase its Commitment pursuant to this paragraph, (ii) after giving effect to any increase in the Commitments pursuant
to this paragraph (a “Commitment Increase”), the aggregate amount of all Commitment Increases established pursuant
to this paragraph shall not be greater than (A) US$500,000,000 less, if the amount in clause (B) is a positive number, (B) the
excess of (x) the aggregate amount of the commitments under all the Multi-Year Revolving Credit Agreements over (y) the aggregate
amount of the commitments under all the Multi-Year Revolving Credit Agreements as of the Second Amendment Effective Date, (iii) each
Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Swingline
Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and (iv) each Increasing Lender, if not
already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a
duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and Parent (an “Accession
Agreement”). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party (and the effectiveness
of the new Commitment of such Lender in accordance with this paragraph), such Increasing Lender shall thereafter be deemed to
be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject
to all obligations of a Lender hereunder. Each Commitment Increase shall become effective on the date specified in the applicable
notice delivered pursuant to this paragraph (which date shall be at least five Business Days after the date of delivery of such
notice); provided that no Commitment Increase shall become effective unless (A) the Administrative Agent shall have
received such opinions, documents and certificates consistent with those delivered under Section 4.01(b), 4.01(c), 4.02(b) or
4.02(c) of the Original Credit Agreement with respect to such Commitment Increase as the Administrative Agent may reasonably request,
(B) on the effective date of such Commitment Increase, the representations and warranties of the Loan Parties set forth in
the Loan Documents shall be true and correct (x) in the case of the representations and warranties qualified as to materiality,
in all respects and (y) otherwise, in all material respects, in each case on and as of the date of such effectiveness, except
in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation
and warranty shall be so true and correct on and as of such prior date (provided that (I) in the case of the representations
and warranties set forth in Sections 3.05(b) and 3.08(a), each reference therein to the Effective Date shall be deemed to be a
reference to the effective date of such Commitment Increase and (II) in the case of the representation and warranty set forth
in Section 3.05(b), the reference therein to June 30, 2020 shall be deemed to be a reference to the date of Parent’s audited
Consolidated Financial Statements most recently delivered to the Administrative Agent pursuant to Section 5.01(a)), (C) no Default
shall have occurred and be continuing and (D) the Administrative Agent shall have received a certificate dated such date and executed
by a Financial Officer of Parent to the effect that the conditions set forth in clauses (B) and (C) above shall have been satisfied.
The Administrative Agent shall notify Parent and the Lenders of the effective date of each Commitment Increase (the “Increase
Effective Date”), and such notice shall be





     


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conclusive and binding. On the Increase Effective Date of any Commitment
Increase, (i) the aggregate principal amount of any Revolving Loans outstanding (the “Existing Borrowings”)
immediately prior to such Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (ii) each Increasing
Lender that shall have had a Commitment prior to such Commitment Increase shall pay to the Applicable Agent by wire transfer of
immediately available funds in each applicable currency an amount equal to the difference between (A) the product of (1) such
Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount
of each Subsequent Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage
(calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of each Existing Borrowing, (iii) each
Increasing Lender that shall not have had a Commitment prior to such Commitment Increase shall pay to the Applicable Agent by
wire transfer of immediately available funds in each applicable currency an amount equal to the product of (1) such Increasing
Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount
of each Subsequent Borrowing, (iv) after the Applicable Agent receives the funds specified in clauses (ii) and (iii) above,
the Applicable Agent shall remit (in the applicable currency) to each Lender the portion of such funds that is equal to the difference
(if positive) between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect
to such Commitment Increase) multiplied by (2) the amount of each Existing Borrowing, and (B) the product of (1) such
Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount
of each Subsequent Borrowing, (v) after the effectiveness of such Commitment Increase, the Borrowers shall be deemed to have
made new Borrowings (the “Subsequent Borrowings”) in amounts and currencies equal to the amounts and currencies
of the Existing Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Applicable
Agent in accordance with Section 2.03, (vi) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent
Borrowing (calculated after giving effect to such Commitment Increase) and (vii) the Borrowers shall pay each Lender any
and all accrued but unpaid interest on its Revolving Loans comprising the Existing Borrowings. To the extent the Existing Borrowings
include any Eurocurrency Revolving Borrowings, the deemed payments of such Existing Borrowings made pursuant to clause (i) above
shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date
occurs other than on the last day of the Interest Period(s) relating thereto.


 


SECTION
2.08.     Repayment of Loans; Extension of Maturity Date;
Evidence of Debt. (a)  Each Borrower hereby unconditionally promises to pay (i) to the Applicable Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Maturity
Date (in the case of any Declining Lender, without giving effect to the extension thereof pursuant to Section 2.08(b)) and
(ii) to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower by
such Swingline Lender on the earlier of the Maturity Date and the seventh day after such Swingline Loan is made; provided
that on each date that a Revolving Borrowing denominated in Australian Dollars or Euros is made, the Borrowers shall repay all
Australian Dollar Swingline Loans or Euro Swingline Loans, respectively, that were outstanding on the date such Revolving Borrowing
was requested.


 


(b)          
Parent may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly upon receipt deliver
a copy thereof to each of the Lenders), request that the Lenders extend the Maturity Date for an additional period of one year;
provided that (i) Parent shall provide no more than one Maturity Date Extension Request in any 12-month period and (ii)
there shall be no more than two extensions of the Maturity Date pursuant to this Section (it being understood that one of such
extensions has been effectuated by the Second Amendment); provided further that, no extension may result in the Maturity
Date as so extended being more than five years after the date of effectiveness of such extension. Each Lender shall, by notice
to Parent and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s
receipt of the Maturity Date Extension Request from Parent, advise Parent whether or not it agrees to the requested extension
(each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining





     


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to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised Parent
and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining
Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity
Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The
decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender.
The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension
(such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans
made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for
the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity
Date the Borrowers shall also make such other prepayments of the Loans pursuant to Section 2.09 as shall be required in order
that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence,
(x) the Aggregate Revolving Credit Exposure would not exceed the Aggregate Commitment and (y) the Revolving Credit Exposure
of any Lender would not exceed its Commitment. Parent shall have the right, pursuant to and in accordance with Section 2.18(b),
at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that
will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute
a Consenting Lender. Notwithstanding the foregoing, (i) the Availability Period and the Maturity Date (without taking into consideration
any extension pursuant to this paragraph), as such terms are used in reference to any Swingline Lender or any Swingline Loans
made by any Swingline Lender, may not be extended without the prior written consent of such Swingline Lender (it being understood
and agreed that, in the event any Swingline Lender shall not have consented to any such extension, (A) such Swingline Lender shall
continue to have all the rights and obligations of a Swingline Lender hereunder through the Existing Maturity Date (or the Availability
Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to make any Swingline Loan (but
shall continue to be entitled to the benefits of Sections 2.04, 2.14, 2.16, 9.03, 9.09 and 9.17 as to Swingline Loans made
prior to such time), and (B) the principal amount of any outstanding Swingline Loans made by any Swingline Lender that shall not
have consented to such requested extension, together with any accrued interest thereon, shall, to the extent outstanding or accrued
but unpaid on the Existing Maturity Date, be due and payable on the Existing Maturity Date) and (ii) no extension of the
Maturity Date pursuant to this paragraph shall become effective unless (A) the Administrative Agent shall have received such opinions,
documents and certificates consistent with those delivered under Section 4.01(b), 4.01(c), 4.02(b) or 4.02(c) of the Original
Credit Agreement with respect to such extension as the Administrative Agent may reasonably request, (B) on the date of effectiveness
of such extension, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct
(x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise,
in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that
expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such
prior date (provided that (I) in the case of the representations and warranties set forth in Sections 3.05(b) and 3.08(a),
each reference therein to the Effective Date shall be deemed to be a reference to the date of effectiveness of such extension
and (II) in the case of the representation and warranty set forth in Section 3.05(b), the reference therein to June 30, 2020 shall
be deemed to be a reference to the date of Parent’s audited Consolidated Financial Statements most recently delivered to
the Administrative Agent pursuant to Section 5.01(a)), (C) on the date of effectiveness of such extension, no Default shall have
occurred and be continuing and (D) the Administrative Agent shall have received a certificate dated the date of effectiveness
of such extension and executed by a Financial Officer of Parent to the effect that the conditions set forth in clauses (B) and
(C) above shall have been satisfied.


 


(c)          
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of





     


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each Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and
paid to such Lender from time to time hereunder.


 


(d)          
The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and amounts
of the obligations of the Borrowers in respect of the Loans and interest and fees due or accrued hereunder; provided that
the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect
the obligation of the Borrowers to pay any amounts due hereunder in accordance with the terms of this Agreement.


 


(e)          
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, each Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).


 


SECTION
2.09.      Prepayment of Loans. (a)  The Borrowers
shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements
of this Section.


 


(b)          
If, on any date, the Aggregate Revolving Credit Exposure shall exceed the Aggregate Commitment, then the applicable Borrowers
shall, (i) if any ABR Revolving Borrowing or Swingline Borrowing is then outstanding, not later than the next Business Day following
receipt of notice of such excess from the Administrative Agent, prepay Borrowings in an aggregate amount equal to the lesser of
(A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Borrowings on such day)
and (B) the amount of such ABR Revolving Borrowings or Swingline Borrowings and (ii) if no ABR Revolving Borrowing or Swingline
Borrowing is then outstanding or such excess is not eliminated after giving effect to any prepayment of Borrowings made pursuant
to the foregoing clause (i), on the last day of each successive Interest Period for any Eurocurrency Revolving Borrowing occurring
after receipt of notice of such excess from the Administrative Agent, prepay Borrowings in an aggregate amount equal to the lesser
of (1) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Borrowings on such day)
and (2) the amount of the applicable Eurocurrency Revolving Borrowing. Notwithstanding the foregoing, if on any date the
Aggregate Revolving Credit Exposure shall exceed 105% of the Aggregate Commitment, then the Borrowers shall, not later than the
next Business Day following receipt of notice of such excess from the Administrative Agent to Parent, prepay one or more Borrowings
in an aggregate amount equal to the amount necessary to eliminate such excess.


 


(c)           
Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrowers shall select the Borrowing or Borrowings
to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section.


 


(d)          
The applicable Borrower shall notify the Applicable Agent (and, in the case of prepayment of an Australian Dollar Swingline Borrowing
or a Euro Swingline Borrowing, the Australian Dollar Swingline Lender or the Euro Swingline Lender, respectively) by telephone
(confirmed by hand delivery, transmission by electronic mail (in .pdf or .tif format) or facsimile promptly thereafter) of any
optional prepayment and any mandatory prepayment hereunder (i) in the case of a LIBOR Revolving Borrowing denominated in
US Dollars, not later than 12:00 noon, Local Time, three Business Days before the date of such prepayment (or, in the
case of a prepayment under paragraph





     


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(b) of this Section, as soon thereafter as practicable), (ii) in the case of a LIBOR Revolving
Borrowing denominated in Sterling, a EURIBOR Revolving Borrowing or a BBR Revolving Borrowing, not later than 12:00 noon,
Local Time, four Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) of this
Section, as soon thereafter as practicable), (iii) in the case of an ABR Revolving Borrowing, not later than 12:00 noon,
Local Time, on the date of such prepayment, (iv) in the case of an Australian Dollar Swingline Borrowing, not later than
12:00 noon, Local Time, on the date of such prepayment and (v) in the case of a Euro Swingline Borrowing, not later than
12:00 noon, Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment
of any Borrowing under paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more
events specified therein, in which case such notice may be revoked by Parent (by notice to the Administrative Agent on or prior
to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other
than a notice relating solely to Swingline Loans), the Applicable Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of
the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.


 


SECTION
2.10.      [Reserved].


 


SECTION
2.11.     Fees. (a)  Parent agrees to pay to the
Administrative Agent, in US Dollars, for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate
on the average daily Unused Commitment (determined as set forth below) of such Lender during the period from and including the
date hereof to but excluding the date on which such Commitment terminates. Commitment fees accrued through and including the last
day of March, June, September and December of each year shall be payable in arrears on the 15th day following such last day, commencing
on the first such date to occur after the date hereof, and in the event of the termination in whole of the Commitment of any Lender,
on the date of such termination. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment
fees, the Unused Commitment of a Lender shall be determined solely on the basis of the outstanding Revolving Loans of such Lender
(and any Swingline Exposure of such Lender shall not be considered usage of such Lender’s Commitment for purposes of this
Section 2.11(a)).


 


(b)          
Parent agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between Parent and the Administrative Agent.


 


(c)          
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,
in the case of commitment fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


SECTION
2.12.      Interest. (a)  The
Revolving Loans comprising each ABR Revolving Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)          
The Revolving Loans comprising each LIBOR Revolving Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Revolving Borrowing plus the Applicable Rate.


 


(c)          
The Revolving Loans comprising each EURIBOR Revolving Borrowing shall bear interest at the Adjusted EURIBO Rate for the Interest
Period in effect for such Revolving Borrowing plus the Applicable Rate.





     


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(d)          
The Revolving Loans comprising each BBR Revolving Borrowing shall bear interest at the Adjusted AUD Bank Bill Rate for the Interest
Period in effect for such Revolving Borrowing plus the Applicable Rate.


 


(e)          
Each Swingline Loan shall bear interest (i) in the case of an Australian Dollar Swingline Loan, at the AUD Overnight Rate plus
the Applicable Rate, and (ii) in the case of a Euro Swingline Loan, at the Euro Overnight Rate plus the Applicable Rate.


 


(f)           
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of or interest on any Loan,
2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii)
in the case of any other amount, 2% per annum plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.


 


(g)          
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of
the Commitments; provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to
the end of the current Interest Period therefor, accrued interest on such Revolving Loan shall be payable on the effective date
of such conversion. All interest shall be payable in the currency in which the applicable Loan is denominated.


 


(h)          
All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (ii) interest on Revolving Loans
denominated in Australian Dollars or Sterling shall be computed on the basis of a year of 365 days (or, in the case of ABR
Revolving Loans, 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Adjusted LIBO Rate, LIBO Rate, EURIBO Rate, AUD Bank Bill Rate, Alternate
Base Rate, AUD Overnight Rate or Euro Overnight Rate shall be determined by the Applicable Agent, and such determination shall
be conclusive absent manifest error.


 


SECTION
2.13.     Alternate Rate of Interest. (a)  Subject
to Section 2.13(b), if prior to the commencement of any Interest Period for any Eurocurrency Revolving Borrowing or with
respect to any Swingline Borrowing denominated in any currency:


 


(i)           
the Applicable Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for (x) ascertaining the Adjusted LIBO Rate, the Adjusted EURIBO Rate or the Adjusted AUD Bank Bill Rate, as
the case may be (including because the relevant Screen Rate is not available or published on a current basis), for Revolving Loans
denominated in the applicable currency for such Interest Period, provided that no Benchmark Transition Event shall have
occurred at such time, or (y) ascertaining the AUD Overnight Rate or the Euro Overnight Rate, as the case may be, for Swingline
Borrowings denominated in the applicable currency; or


 


(ii)          
(x) the Applicable Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the Adjusted EURIBO Rate or the Adjusted
AUD Bank Bill Rate, as the case may be, for Revolving Loans denominated in the applicable currency and for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Revolving Loans





     


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included in such
Revolving Borrowing for such Interest Period or (y) the Applicable Agent is advised by any applicable Swingline Lender or the
Required Lenders that the AUD Overnight Rate or the Euro Overnight Rate, as the case may be, for Swingline Loans denominated in
the applicable currency will not adequately and fairly reflect the cost to such Lenders of making, maintaining or participating
in the Swingline Loans included in such Swingline Borrowing;


 


then
the Applicable Agent shall give notice thereof (which may be by telephone) to Parent and the Lenders as promptly as practicable
thereafter and, until the Applicable Agent notifies Parent and the Lenders that the circumstances giving rise to such notice no
longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation
of any Revolving Borrowing as, an affected Eurocurrency Revolving Borrowing denominated in the applicable currency and for such
Interest Period shall be ineffective, (B) any affected Eurocurrency Revolving Borrowing that is requested to be continued shall
(1) if denominated in US Dollars, unless repaid, be continued as an ABR Revolving Borrowing or (2) otherwise, be repaid on the
last day of the then current Interest Period applicable thereto, (C) any Borrowing Request for an affected Eurocurrency Revolving
Borrowing shall (1) if denominated in US Dollars, be deemed a request for an ABR Revolving Borrowing or (2) otherwise, be ineffective
(and no Lender shall be obligated to make a Revolving Loan on account thereof), (D) any affected Swingline Borrowing made by the
applicable Swingline Lender in which the other Lenders shall not have funded their participations, unless repaid, shall bear interest
at a rate equal to (1) the Applicable Rate for such Swingline Borrowing plus (2) the cost to the applicable Swingline Lender to
fund such Swingline Borrowing (from whatever source and using whatever methodologies such Swingline Lender may select in its reasonable
discretion) (with respect to a Swingline Lender, the “Swingline COF Rate”), it being agreed by each applicable
Swingline Lender that promptly upon request therefor by the Applicable Agent, such Swingline Lender shall notify the Applicable
Agent of the Swingline COF Rate of such Swingline Lender with respect to the applicable Swingline Borrowings and (E) any affected
Swingline Borrowing made by the applicable Swingline Lender in which any other Lender shall have funded its participation, unless
repaid, shall bear interest at a rate equal to (1) the Applicable Rate for such Swingline Borrowing plus (2) the weighted average
cost to each Lender to fund its pro rata share of or its pro rata participation in, as applicable, such Swingline Borrowings (from
whatever source and using whatever methodologies such Lender may select in its reasonable discretion) (with respect to a Lender,
the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Swingline
Borrowing, the “Average COF Rate”), it being agreed by each applicable Lender that promptly upon request therefor
by the Applicable Agent, such Lender shall notify the Applicable Agent of the COF Rate of such Lender with respect to the applicable
Swingline Borrowing.


 


(b)          
(i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (1)
or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting
and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of
 “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City
time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as no Agent has received,
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.





     


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(ii)          
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
(A) with respect to a Revolving Loan denominated in US Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement
Date or (B) with respect to a Revolving Loan denominated in Euros, if a Term ESTR Transition Event and its related Benchmark Replacement
Date, as applicable, have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the
applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document
in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document; provided that this paragraph shall not be effective unless
the Administrative Agent has delivered to the Lenders and Parent a Term SOFR Notice or a Term ESTR Notice, as applicable. For
the avoidance of doubt, the Administrative Agent shall not be required to deliver (x) any Term SOFR Notice after the occurrence
of a Term SOFR Transition Event or (y) any Term ESTR Notice after the occurrence of a Term ESTR Transition Event, and may
do so in its sole discretion.


 


(iii)         
In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with Parent, will
have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(iv)         
The Administrative Agent will promptly notify Parent and the Lenders of (A) any occurrence of a Benchmark Transition Event
or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of
any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.13(b)(v)
and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by any Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, 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 or any selection, 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 to this Agreement or any other Loan Document, except,
in each case, as expressly required pursuant to this Section2.13.


 


(v)          
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR, Term ESTR, LIBO Rate or EURIBOR
Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for
the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for
such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest
Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B)
if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service
for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will
no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the
definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.





     


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(vi)         
Upon Parent’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the applicable Borrower (or
Parent on its behalf) may revoke any Borrowing Request for a LIBOR Borrowing, EURIBOR Borrowing or BBR Borrowing, as applicable,
to be made, converted or continued during any Benchmark Unavailability Period, (B) unless revoked pursuant to clause (A) above,
any such Borrowing Request for a LIBOR Borrowing, EURIBOR Borrowing or BBR Borrowing (1) in the case of a LIBOR Borrowing denominated
in US Dollars, shall be deemed a request for an ABR Borrowing or (2) otherwise, shall be ineffective, (C) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing, EURIBOR Borrowing
or BBR Borrowing, as applicable, during any Benchmark Unavailability Period shall be ineffective and (D) any LIBOR Borrowing,
EURIBOR Borrowing or BBR Borrowing, as applicable, that is outstanding on the date of Parent’s receipt of notice of the
commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Borrowing, then until such
time as a Benchmark Replacement for the applicable currency is implemented pursuant to this Section 2.13(b), shall, on the
last day of the current Interest Period applicable to such Borrowing, (1) in the case of a LIBOR Borrowing denominated in US Dollars,
be continued as an ABR Borrowing or (2) otherwise, be repaid on such day. During any Benchmark Unavailability Period or at any
time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the
then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base
Rate and such component shall be deemed to be zero.


 


SECTION
2.14.      Increased Costs. (a)  If any Change in
Law shall:


 


(i)           
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected
in the Adjusted LIBO Rate, the Adjusted EURIBO Rate or the Adjusted AUD Bank Bill Rate);


 


(ii)          
impose on any Lender or the Relevant Interbank Market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Eurocurrency Revolving Loans; or


 


(iii)         
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition
of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to, continuing
or maintaining any Revolving Loan (or of maintaining its obligation to make any Revolving Loan) or to reduce the amount of any
sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwise), then, from
time to time upon request of such Lender or other Recipient (subject to paragraphs (c) and (d) of this Section), Parent will pay
to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other
Recipient, as the case may be, for such additional costs or expenses incurred or reduction suffered.


 


(b)          
If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s
holding company, if any, regarding capital or liquidity requirements has had the effect of reducing the rate of return on such
Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the
Commitment or any Swingline Commitment of or the Loans made by, or participations in Swingline Loans held by, such Lender to a
level below that which such Lender or such Lender’s holding company could have achieved but for





     


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such Change in Law (taking
into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital
adequacy and liquidity), then, from time to time upon request of such Lender (subject to paragraphs (c) and (d) of this Section),
Parent will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.


 


(c)           
A certificate of a Lender or other Recipient setting forth the amount or amounts necessary to compensate such Lender or its holding
company or such other Recipient, as the case may be, as specified in paragraph (a) or (b) of this Section, including
in reasonable detail a description of the basis for such claim for compensation and an explanation of how such amount or amounts
were determined, shall be delivered to Parent and shall be conclusive absent manifest error; provided that no Lender shall
deliver such certificate, and seek compensation under paragraph (a) or (b) of this Section, unless such Lender is generally seeking,
or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such
Lender has the right under such similar credit facilities to do so) with respect to the applicable Change in Law; provided
further that such Lender shall not be required to provide on such certificate (i) any information that would cause such Lender
to breach any obligation of confidentiality to any Person or violate any regulatory or internal policy restrictions or (ii) any
confidential or commercially sensitive information relating to such Lender’s organizational affairs or financing strategies. Parent
shall pay to such Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within 30 days
after receipt thereof.


 


(d)          
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s right to demand such compensation; provided that Parent shall not be required to compensate a Lender
pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 180 days prior to
the date that such Lender notifies Parent of the Change in Law or other circumstance giving rise to such increased costs or expenses
or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change
in Law or other circumstance giving rise to such increased costs or expenses or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof.


 


SECTION
2.15.     Break Funding Payments. In the event of (a) the
payment by any Borrower of any principal of any Eurocurrency Revolving Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion or continuation of any Eurocurrency Revolving
Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by any Borrower to borrow (other
than as a result of the failure of any Lender to fund a Revolving Loan required to be funded by it hereunder), convert, continue
or prepay any Eurocurrency Revolving Loan on the date or in the amount specified in any notice delivered pursuant hereto (whether
or not such notice may be revoked in accordance with the terms hereof) or (d) the assignment of any Eurocurrency Revolving
Loan other than on the last day of the Interest Period applicable thereto as a result of a request by Parent pursuant to Section 2.18,
then, in any such event, Parent shall (subject to the penultimate sentence of this Section) compensate each Lender for the loss,
cost and expense (but not for any anticipated profits) attributable to such event, including, to the extent that any of the foregoing
Revolving Loans are denominated in an Alternative Currency, the actual costs and expenses of such Lender attributable to the premature
unwinding of any Hedge Agreement entered into by such Lender in respect to the foreign currency exposure attributable to such
Revolving Loan. In the case of a Eurocurrency Revolving Loan, such loss, cost or expense to any Lender shall be deemed to include
an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Revolving Loan had such event not occurred, at the Adjusted LIBO Rate, Adjusted EURIBO Rate or Adjusted
AUD Bank Bill Rate, as the case may be, that would have been applicable to such Revolving Loan (and, for avoidance of doubt, without
giving effect to any Applicable Rate that would otherwise have been applicable thereto), for the period from the date of such
event to the last day of the then current Interest





     


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Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Revolving Loan), over (ii) the amount of interest that would
accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement
of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the Relevant Interbank
Market. Parent shall also compensate each Lender for any loss, cost and expense attributable to any failure by any Borrower to
(a) deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Loan or (b) borrow or prepay any Swingline
Loan on the date or in the amount specified in any notice delivered pursuant hereto (whether or not such notice may be revoked
in accordance with the terms hereof). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section, including in reasonable detail a description of the basis for such compensation and a calculation
of such amount or amounts, shall be delivered to Parent and shall be conclusive absent manifest error. Parent shall pay such Lender
the amount shown as due on any such certificate within 15 days after receipt thereof.


 


SECTION
2.16.      Payments Free of Taxes. (a)  Any and
all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable
withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable
withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum
payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section 2.16) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)             
Payment of Other Taxes and VAT. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes and
VAT.


 


(c)             
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant
to this Section 2.16, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(d)             
Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 30 days
after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on
or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to Parent by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)             
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after written
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes





     


    57 


    



attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f)           
Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to Parent and the Administrative Agent, at the time or times reasonably requested
by Parent or the Administrative Agent, such information or properly completed and executed documentation reasonably requested
by Parent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition and subject to Section 2.16(g), any Lender, if reasonably requested by Parent or the Administrative Agent, shall
deliver such other information or documentation prescribed by applicable law or reasonably requested by Parent or the Administrative
Agent as will enable Parent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal, tax or commercial position
of such Lender. Notwithstanding the foregoing, in the case of an applicable Borrower or any other applicable Loan Party that,
in each case, is not a US Person or is not resident in the United Kingdom for United Kingdom tax purposes, the applicable Lender
will not be subject to the requirements of this paragraph (f)(i) unless it has received written notice from such Borrower or such
other Loan Party advising it of the availability of an exemption or reduction of withholding Tax under the laws of the jurisdiction
in which such Borrower or such other Loan Party is located and containing all applicable documentation (together, if requested
by such Lender, with a certified English translation thereof) required to be completed by such Lender in order to receive any
such exemption or reduction, and such Lender is reasonably satisfied that it is legally able to provide such documentation to
such Borrower or such other Loan Party.


 


(ii)          
Without limiting the generality of the foregoing, in the event that any Borrower is a US Person:


 


(A)          
(i) any Lender that is a US Person shall deliver
to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), copies (by facsimile
or electronic mail (in .pdf or .tif format)) of executed originals of IRS Form W-9 certifying that such Lender is exempt from
US backup withholding tax, and (ii) the Applicable Agent with respect to such Borrower shall deliver to such Borrower on or prior
to the date on which such Applicable Agent becomes a party to this Agreement (and from time to time thereafter upon the reasonable
request of such Borrower), executed originals of IRS Form W-9 certifying that such Applicable Agent is exempt from US Federal
backup withholding Tax;


 


(B)          
any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable





     


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request of such Borrower or the Administrative Agent), whichever of the following is applicable:


 


(1)              
in the case of a Foreign Lender claiming the
benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan
Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction
of, US withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable
payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction
of, US Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax
treaty;


 


(2)              
executed originals of IRS Form W-8ECI;


 


(3)              
in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form
of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code,
or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)              
to the extent a Foreign Lender is not the beneficial
owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;


 


(C)          
any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form
prescribed by applicable law as a basis for claiming exemption from or a reduction in US Federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative
Agent to determine the withholding or deduction required to be made; and


 


(D)         
if a payment made to a Lender under any Loan
Document would be subject to US Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably
requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed
by Section





     


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1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Administrative
Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after
the date of this Agreement.


 


Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify Parent and the Administrative Agent in writing of its legal inability
to do so.


 


(g)          
(i)  Each Lender that is entitled to an exemption from or reduction of withholding tax on interest payable by Amcor
UK under any applicable double taxation treaty to which the United Kingdom is a party, and that holds a passport number under
the HMRC Double Taxation Passport scheme and wishes that scheme to apply to this Agreement and the other Loan Documents, shall
include an indication to that effect by including its HMRC Double Taxation Passport scheme reference number in such Lender’s
Administrative Questionnaire and its jurisdiction of tax residence (or otherwise provide the scheme reference number and its jurisdiction
of tax residence to the Administrative Agent and Parent, for the benefit of Amcor UK) and subject to paragraph (g)(iii) below,
having so provided its HMRC Double Taxation Passport scheme reference number shall be under no further obligation pursuant to
Section 2.16(f) in respect of Amcor UK.


 


(ii)          
Where a Lender includes the indication described in paragraph (g)(i) above, Amcor UK shall file a duly completed form DTTP2 with
respect to each such Lender with HMRC within 30 days of the date such Lender becomes a Lender hereunder, and shall promptly provide
such Lender with a copy of that filing. No Borrower shall file a form DTTP2 or file any other form relating to the HMRC Double
Tax Passport scheme unless a Lender has provided its scheme reference number and its jurisdiction of tax residence in accordance
with paragraph (g)(i) above or such Lender otherwise agrees.


 


(iii)         
If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(i)
above and Amcor UK has not filed a duly completed form DTTP2 in respect of such Lender or Amcor UK has filed a duly completed
DTTP2 in respect of such Lender but (y) the form DTTP2 has been rejected by HMRC or (z) HMRC has not given Amcor UK authority
to make payments to such Lender without withholding or deduction on account of Tax within 60 days of the date Amcor UK filed a
duly completed DTTP2 in respect of such Lender and, in the case of clause (y) or (z), Amcor UK has notified such Lender thereof
in writing, such Lender and Amcor UK shall co-operate in completing any additional procedural formalities necessary for Amcor
UK to obtain authorization to make that payment without any withholding or deduction on account of Tax.


 


(h)          
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes (which, for purposes of this Section 2.16, with respect to Taxes which arise in the United Kingdom,
shall include a credit against or relief of any such Taxes) as to which it has been indemnified pursuant to this Section 2.16
(including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an
amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the
Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon
the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h)
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary





     


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in this paragraph
(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph
(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party
would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its
Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)           
United Kingdom Taxation. Each of Parent and Amcor UK represents and warrants that it is resident for Tax purposes only
in the United Kingdom. Each of Amcor, Amcor US and Amcor Flexibles represents and warrants that it is not resident for Tax purposes
in the United Kingdom.


 


(j)           
Australian Taxation. (i)  Each Arranger represents to Amcor that (A) on behalf of Amcor, it has made invitations
to become a Lender under this Agreement to 10 or more Persons, each of whom, as at the date the relevant invitation was made,
such Arranger’s officers or employees involved in the day to day syndication process reasonably believed was carrying on
the business of providing finance or investing or dealing in securities in the course of operating in financial markets, and (B)
such Arranger’s officers or employees involved in the day to day syndication process reasonably believed 10 or more of such
invitees were not Associates of each other or of Amcor.


 


(ii)          
Amcor confirms that none of the potential invitees whose names were disclosed to it by an Arranger before the date of this Agreement
were known or suspected by it to be an Offshore Associate of Amcor. Amcor also confirms that each Borrower under this Agreement
is (A) a member of the same “wholly-owned group” (as defined in the Australian Tax Act) or (B) an Associate of each
other Borrower.


 


(iii)         
Each Lender listed in Schedule 2.01 represents and warrants that (A) an invitation to become a Lender under this Agreement was
made to it by the Arrangers on behalf of Amcor, (B) it was at the time of the invitation, and will be at the time of making by
it of any Loan to Amcor, carrying on a business of providing finance, or investing or dealing in securities, in the course of
operating in financial markets and (C) except as disclosed to Amcor, insofar as its officers and agents who were involved in its
becoming a party to this Agreement have actual knowledge, it is not an Associate of any other Person which was invited to become
a Lender under the Agreement.


 


(iv)         
At the cost of Amcor, each of the Lenders and the Arrangers will, to the extent it is reasonably able to do so, do or provide
such other things (including information) which Amcor reasonably requests it to do or provide in connection with the invitations
to become Lenders under this Agreement which Amcor considers practicable and necessary to demonstrate that the requirements of
section 128F of the Australian Tax Act are satisfied.


 


(k)          
Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under any Loan Document.


 


(l)           
VAT. (i)  All amounts set out or expressed in a Loan Document to be payable by any party to any Recipient that
(in whole or in part) constitute the consideration for a supply for VAT purposes shall, except as otherwise agreed by such Recipient,
be deemed to be exclusive of any VAT that is chargeable on such supply. Subject to paragraph (ii) below, if VAT is or becomes
chargeable on any supply made by any Recipient to any party under a Loan Document, such party shall pay to such Recipient (in
addition to and at the same time as paying any other consideration for such supply), an amount equal to





     


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the amount of such VAT
(and such Recipient shall have delivered to such party an invoice complying with the applicable legal requirements) unless such
party is obligated by law to account directly to the applicable Governmental Authority for such VAT. If there is an adjustment
to the consideration in respect of a supply to which this Section 2.16(l)(i) applies, (A) the additional amount paid or payable
to the applicable Recipient must be recalculated, taking into account any previous adjustments under this clause (A), to reflect
the occurrence of such adjustment and the other party or the Recipient, as the case requires, must pay to the other the amount
required to reflect the recalculation of the additional amount, and (B) the Recipient must provide any relevant documentation
in respect of the adjustment (including, if relevant, an adjustment note) to the other party as soon as practicable after the
Recipient becomes aware of the occurrence of such adjustment.


 


(ii)          
If VAT is or becomes chargeable on any supply made by the Administrative Agent or any Lender (the “VAT Supplier”)
to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient
(the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration
for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that
consideration) (x) (where the VAT Supplier is the Person required to account to the relevant tax authority for the VAT) the VAT
Relevant Party shall also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The VAT Recipient shall (where the immediately foregoing clause (x) applies) promptly pay to the VAT Relevant Party
an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient
reasonably determines relates to the VAT chargeable on that supply and (y) (where the VAT Recipient is the Person required to
account to the relevant tax authority for the VAT) the VAT Relevant Party shall promptly, following demand from the VAT Recipient,
pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably
determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.


 


(iii)         
Where a Loan Document requires any party to reimburse or indemnify any Recipient for any cost or expense, such party shall reimburse
or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof as represents
VAT, except to the extent that such Recipient reasonably determines that it, or any company of its group, is entitled to credit
or repayment in respect of such VAT from the relevant tax authority.


 


(iv)         
Any reference in paragraph (i) through (iii) above to any party shall, at any time when such party is treated as a member of a
group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative
member of such group at such time (the term “representative member” to have the same meaning as in the Value Added
Tax Act 1994 or equivalent legislation and the council directive 2006/112/EEC on the common system of value added tax).


 


(v)          
In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, such
party must promptly provide such Recipient with details of such party’s VAT registration and such other information as is
reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.


 


(m)         
Defined Terms. For purposes of this Section 2.16, the term “applicable law” includes FATCA.


 


SECTION
2.17.     Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a)  Each Borrower shall make each payment required to be made by it hereunder or under any other Loan
Documents prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time
is expressly required, prior to 1:00 p.m., Local Time, on the date when due), in immediately available funds, without any
defense, setoff, recoupment or counterclaim. Any amounts





     


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received after such time on any date may, in the discretion of the Applicable
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Applicable Agent to such account as the Applicable Agent shall from time to time specify in one
or more notices delivered to Parent, except that payments required to be made directly to any Swingline Lender shall be so made,
payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and payments
pursuant to other Loan Documents shall be made to the Persons specified therein. The Applicable Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
All payments hereunder of principal or interest in respect of any Loan shall, except as otherwise expressly provided herein, be
made in the currency of such Loan; all other payments hereunder and under each other Loan Document shall be made in US Dollars.
Any payment required to be made by any Agent hereunder shall be deemed to have been made by the time required if such Agent shall,
at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures
of the clearing or settlement system used by such Agent to make such payment.


 


(b)         
If at any time insufficient funds are received by and available to the Agents to pay fully all amounts of principal, interest
and fees then due, and expenses then reimbursable, hereunder, such funds shall be applied towards payment of the amounts then
so due or reimbursable as follows:


 


FIRST,
to the payment of all fees then due, and all costs and expenses then due or reimbursable, to the Agents (in their capacity as
such) under any Loan Document;


 


SECOND,
to the payment of all principal and interest then due in respect of the Swingline Loans then outstanding (ratably among the Swingline
Lenders in accordance with the amounts of such principal and interest then due in respect of such Swingline Loans); and


 


THIRD,
to the payment of all principal, interest, fees and other amounts then due hereunder or under the other Loan Documents to the
Lenders (ratably among the parties entitled thereto in accordance with the amounts then due to such parties).


 


(c)          
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans or participations in Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative
Agent and shall purchase (for cash at face value) participations in the Revolving Loans and participations in Swingline Loans
of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amounts of principal of and accrued interest on their Revolving Loans and participations in Swingline Loans;
provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Parent or any Borrower pursuant
to and in accordance with the express terms of this Agreement (including pursuant to Section 2.08(b)) or any other Loan Document
(for the avoidance of doubt, as in effect from time to time) or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in Swingline Loans to any Person that is an Eligible Assignee
(as such term is defined from time to time). Each of Parent and the Borrowers consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against Parent or such Borrower rights





     


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of setoff and counterclaim with respect to such participation as fully as
if such Lender were a direct creditor of Parent or such Borrower in the amount of such participation.


 


(d)         
Unless an Agent shall have received notice from a Borrower prior to the date on which any payment is due to such Agent for the
account of any Lenders hereunder that such Borrower will not make such payment, such Agent may assume that such Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders
the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable Lenders severally
agrees to repay to such Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to such Agent, at (i) if denominated
in US Dollars, the greater of (A) the NYFRB Rate and (B) a rate determined by such Agent in accordance with banking industry rules
on interbank compensation and (ii) if denominated in an Alternative Currency, the greater of (A) the rate reasonably determined
by such Agent to be the cost to it of funding such amount (which determination will be conclusive absent manifest error) and (B)
a rate determined by such Agent in accordance with banking industry rules on interbank compensation.


 


(e)          
If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of any Agent or any Swingline
Lender, then each Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter
received by any Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until
all such unsatisfied obligations have been discharged or (ii) hold any such amounts in a segregated account as cash collateral
for, and application to, any future funding obligations of such Lender pursuant to Sections 2.04(d), 2.05(b), 2.16(e), 2.17(d)
and 9.03(c), in each case in such order as shall be determined by the Administrative Agent in its discretion.


 


SECTION
2.18.     Mitigation Obligations; Replacement of Lenders.
(a)  If any Lender requests compensation under Section 2.14, or if the Loan Parties are required to pay any
Indemnified Taxes (other than VAT that is recoverable from any Governmental Authority) or additional amounts to any Lender or
to any Governmental Authority for the account of any Lender pursuant to Section 2.16 (other than additional amounts arising
from VAT that are recoverable from any Governmental Authority) (or if it becomes reasonably likely that such compensation or payment
will be required to be made), then such Lender shall (at the request of Parent) use commercially reasonable efforts to designate
a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder
to another of its offices, branches or Affiliates if, in the reasonable judgment of such Lender, such designation or assignment
and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. Parent hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment and delegation.


 


(b)         
If (i) any Lender requests compensation under Section 2.14, (ii) any Loan Party is required to pay any Indemnified
Taxes (other than VAT that is recoverable from any Governmental Authority) or additional amounts to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16 (other than additional amounts arising from VAT that are
recoverable from any Governmental Authority), (iii) any Lender has become a Defaulting Lender, (iv) any Lender is a Declining
Lender or (v) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02
requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have
granted their consent, Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights (other than its existing rights to payments pursuant to Section 2.14, 2.16 and 9.03) and





     


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obligations
under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which may be another
Lender, if a Lender accepts such assignment and delegation); provided that (A) Parent shall have received the prior written
consent of the Administrative Agent (and, in circumstances where its consent would be required under Section 9.04, each Swingline
Lender), which consent shall not unreasonably be withheld, delayed or conditioned, (B) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and, if applicable, participations in Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such principal and accrued
interest and fees) or Parent (in the case of all other amounts), (C) in the case of any such assignment and delegation resulting
from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment
will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in
the case of any such assignment and delegation resulting from the status of such Lender as a Declining Lender, the assignee shall
have agreed to the applicable Maturity Date Extension Request and (F) in the case of any such assignment and delegation resulting
from the failure to provide a consent, the assignee shall have given such consent. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances
entitling Parent to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and
delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by Parent, the
Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party
thereto.


 


SECTION
2.19.      Defaulting Lenders. Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:


 


(a)          
commitment fees shall cease to accrue on the Unused Commitment of such Defaulting Lender pursuant to Section 2.11(a) for
any period during which such Defaulting Lender is a “Defaulting Lender”;


 


(b)          
the Commitment and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required
Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including
any consent to any amendment, waiver or other modification pursuant to Section  9.02); provided that any amendment,
waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided
in Section  9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;


 


(c)          
if any Swingline Exposure exists at the time such Lender becomes a Defaulting Lender, then:


 


(i)           
the Swingline Exposure (other than any portion thereof with respect to which such Defaulting Lender shall have funded its participation
as contemplated by Section 2.04(d)) of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance
with their respective Applicable Percentages (for purpose of such reallocation, such Defaulting Lender’s Commitment shall
be disregarded in determining the Non-Defaulting Lenders’ respective Applicable Percentages), but only to the extent that
(A) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure
(excluding the funded portion thereof referred to above) does not exceed the sum of all Non-Defaulting Lenders’ Commitments
and (B) such reallocation does not result in the Revolving Credit Exposure of any Non-Defaulting Lender exceeding such Non-Defaulting
Lender’s Commitment; and





     


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(ii)          
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business
Day following notice by the Administrative Agent prepay the portion of such Defaulting Lender’s Swingline Exposure that
has not been reallocated as set forth in such clause; and


 


(d)         
so long as such Lender is a Defaulting Lender, no Swingline Lender shall be required to make any Swingline Loan, unless it is
satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure will be fully covered
by the Commitments of the Non-Defaulting Lenders in accordance with clause (c) above, and participating interests in any such
funded Swingline Loan will be allocated among the Non-Defaulting Lenders in a manner consistent with clause (c)(i) above (and
such Defaulting Lender shall not participate therein).


 


In
the event that (x) a Bankruptcy Event with respect to a Lender Parent shall have occurred following the date hereof and for so
long as such Bankruptcy Event shall continue or (y) any Swingline Lender has a good faith belief that any Lender has defaulted
in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Swingline
Lender shall not be required to make any Swingline Loan unless such Swingline Lender shall have entered into arrangements with
the Borrowers or the applicable Lender satisfactory to such Swingline Lender to defease any risk to it in respect of such Lender
hereunder.


 


In
the event that the Administrative Agent, Parent and the Swingline Lenders each agree that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure of the Lenders shall be readjusted
to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving
Loans of the other Lenders and such funded participations in Swingline Loans as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Revolving Loans and such funded participation in accordance with its Applicable
Percentage, and such Lender shall thereupon cease to be a Defaulting Lender (but shall not be entitled to receive any commitment
fees accrued during the period when it was a Defaulting Lender, and all amendments, waivers or other modifications effected without
its consent in accordance with the provisions of Section 9.02 and this Section 2.19 during such period shall be binding on it).
The rights and remedies against, and with respect to, a Defaulting Lender under this Section 2.19 are in addition to, and cumulative
and not in limitation of, all other rights and remedies that the Administrative Agent, any Lender, any Swingline Lender or any
Borrower may at any time have against, or with respect to, such Defaulting Lender.


 


SECTION
2.20.     Concerning Subsidiary Borrowers. Each Borrower
hereby irrevocably appoints Parent to serve as its agent for all purposes of this Agreement and the other Loan Documents, including
(a) the giving and receipt of notices (including any Borrowing Request and any Interest Election Request) and (b) the execution
and delivery of all documents, instruments and certificates contemplated herein. Each Borrower hereby acknowledges that any amendment
or other modification to this Agreement or any other Loan Document may be effected as set forth in Section 9.02, that such
Person shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended or modified
and that no consent of such Person shall be required to effect any such amendment or other modification.


 


ARTICLE
III



Representations and Warranties


 


Parent,
as to itself and the Subsidiaries, and each Borrower, as to itself and its subsidiaries, represents and warrants to the Lenders,
as of the Second Amendment Effective Date and thereafter as of





     


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each date on which representations and warranties are required
to be, or are deemed to be, made under the Loan Documents, that:


 


SECTION
3.01.      Organization, Existence and Good Standing; Powers.
Each Loan Party is duly formed, incorporated or organized, as applicable, validly existing and (to the extent the concept
is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its formation, incorporation or organization,
as applicable, has all power and authority and all material Governmental Approvals required for the ownership and operation of
its properties and the conduct of its business as now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is in good
standing (to the extent the concept is applicable in such jurisdiction), in every jurisdiction where such qualification is required.


 


SECTION
3.02.     Corporate and Governmental Authorization. The Transactions
to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been
duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action
of each Loan Party. The Transactions do not require any consent or approval of, or any registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect.


 


SECTION
3.03.      Enforceability of Obligations. This Agreement has
been duly executed and delivered by each of Amcor, Amcor US and Amcor UK, and the Joinder Agreement has been duly executed and
delivered by each of Parent and Amcor Flexibles, and this Agreement constitutes a legal, valid and binding obligation of Parent
and each Borrower, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such
Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, in each case, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION
3.04.      No Contravention or Exceeding Power. The Transactions
(a) do not and will not violate any material law, including any order of any Governmental Authority, applicable to or binding
upon any Loan Party or any of its properties, (b) do not and will not violate the charter, by-laws, constitutional documents or
other organizational documents of any Loan Party, or any limitations on its powers or the powers of its directors or other governing
or managing body, (c) do not and will not violate or result (alone or with notice or lapse of time, or both) in a default
under (i)  any Applicable Credit Agreement, the Existing Amcor Note Documents or the Existing Bemis Note Documents or (ii) any
other indenture or credit agreement or any other agreement or instrument binding upon Parent or any Subsidiary or any of their
assets, except, in the case of this clause (ii), to the extent that any such default, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect, and (d) do not and will not result in the creation or imposition
of any Lien on any asset of Parent or any Subsidiary. No Loan Party organized under the laws of Australia has contravened or will
contravene part 2J.3 of the Corporations Act in connection with its execution, delivery or performance of any Loan Document.


 


SECTION
3.05.     Financial Statements; No Material Adverse Change.
(a)  Parent has heretofore furnished to the Lenders its Consolidated Financial Statements (i) as of and for the fiscal
year ended June 30, 2020, audited by and accompanied by the opinion of PricewaterhouseCoopers AG, independent registered public
accounting firm, and (ii) as of and for the fiscal quarters and the portion of the fiscal year ended September 30, 2020 and
December 31, 2020. Such Consolidated Financial Statements, and all subsequent Consolidated Financial Statements provided by Parent
pursuant to Section 5.01, have been prepared in accordance with US GAAP and present fairly, in all material respects, the
financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the results of





     


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operations and cash
flows of Parent and its consolidated Subsidiaries for the periods covered thereby on a consolidated basis in accordance with US
GAAP, in the case of clause (ii) above, subject to the absence of certain footnotes and normal year-end audit adjustments. As
of December 31, 2020, neither Parent nor any Subsidiary had any material actual or contingent liabilities except as disclosed
or reflected in the Consolidated Financial Statements for the fiscal quarter and the portion of the fiscal year ended December 31,
2020.


 


(b)          
There has been, as of the Second Amendment Effective Date, no event or condition since June 30, 2020, that has had, or would reasonably
be expected to have, a material adverse effect on the business, financial position or results of operations of Parent and the
Subsidiaries, taken as a whole.


 


SECTION
3.06.     Accuracy of Disclosure. (a)  Neither
the Confidential Materials nor any of the other reports, financial statements, certificates or other written information furnished
by or on behalf of Parent or any Subsidiary to any Agent, any Arranger or any Lender in connection with the negotiation of this
Agreement or any other Loan Document or furnished hereunder or thereunder, nor any information formally presented prior to the
Second Amendment Effective Date to any Agent, any Arranger or any Lender in bank meetings or conference calls in connection with
the negotiation of this Agreement or any other Loan Document (in each case, other than information of a general economic or industry
nature), taken as a whole, contained, as of the date when furnished or presented, any untrue statement of a material fact or omitted
to state, as of the date when furnished or presented, a material fact necessary in order to make the statements contained therein
not materially misleading in light of the circumstances under which such statements were made; provided that, with respect
to projected financial information, Parent and the Borrowers represent only that such information was prepared in good faith based
upon assumptions believed by management of Parent to be reasonable at the time such projected financial information was prepared
(it being understood that such projected financial information is subject to significant uncertainties and contingencies, many
of which are beyond control of Parent and the Subsidiaries, that no assurance can be given that such projected financial information
will be realized, and that such projected financial information may differ materially from actual future results). As of the Second
Amendment Effective Date, Parent and the Borrowers have disclosed to the Lenders all agreements, instruments and corporate or
other restrictions to which Parent or any Subsidiary is subject, and all other matters relating to Parent and the Subsidiaries
known to the Borrowers, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.


 


(b)          
If a Beneficial Ownership Certification is required to be delivered pursuant to any Loan Document, then, as of the date of the
delivery thereof, the information set forth in such Beneficial Ownership Certification is true and correct in all respects.


 


SECTION
3.07.      Properties. Each of Parent and its Subsidiaries
has good title to, or valid leasehold interests in, all its property, except where the failure to have such title or leasehold
interests, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


SECTION
3.08.     Litigation and Environmental Matters. (a)  There
are (in the case of clause (i) below, as of the Second Amendment Effective Date) no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of Parent or the Borrowers, threatened against or
affecting Parent or any Subsidiary (i) that would reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, (ii) that involve any of the Loan Documents or (iii) to wind up or dissolve (or effect any analogous
or similar action) Parent, any Borrower or any other Subsidiary and that, in the case of any such other Subsidiary, would
reasonably be expected to result in a Material Adverse Effect.


 


(b)          
Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, none of Parent or any Subsidiary (i) has failed





     


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to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (ii) currently expects to be required
to incur any capital or other cost for its respective operations to achieve or maintain compliance with any Environmental Law
relating to greenhouse gas emissions or reductions thereto, (iii) has become subject to any Environmental Liability, (iv) has
received notice of any claim with respect to any Environmental Liability or (v) knows of any basis for any Environmental Liability.


 


SECTION
3.09.      Compliance with Laws and Agreements. (a)  Each
of Parent and its Subsidiaries is in compliance with all laws, including all orders of Governmental Authorities, applicable to
it or its property, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect. Each of Parent and the Subsidiaries is in compliance, in all material respects, with the
USA PATRIOT Act, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the UK Bribery Act 2010 and the UK Proceeds
of Crime Act 2002.


 


(b)          
Parent and each Subsidiary (in each case, to the extent a party thereto) is in compliance with the Existing Amcor Note Documents,
the Existing Bemis Note Documents, any Applicable Credit Agreement, all other indentures and credit agreements to which it is
a party and all other agreements and other instruments binding upon it or its property, except where the failure to comply, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.


 


SECTION
3.10.      Investment Company Status. None of Parent or any
other Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.


 


SECTION
3.11.     ERISA. No ERISA Events have occurred or are reasonably
expected to occur that would, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The excess of the
present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting
Standards Codification Topic 715) over the fair value of the assets of such Plan, as of the date of the most recent Consolidated
Financial Statements reflecting such amounts, did not, and could not reasonably be expected to, result in a Material Adverse Effect.
Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each
Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or may rely upon an opinion
letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with
respect thereto, and (ii) as of the date of this Agreement, to Parent’s knowledge, nothing has occurred which would reasonably
be expected to prevent, or cause the loss of, such qualification.


 


SECTION
3.12.     Ranking of Obligations. The obligations of each
Loan Party under the Loan Documents to which it is a party rank at least equally with all of the unsecured and unsubordinated
Financial Indebtedness of such Loan Party, except liabilities mandatorily (and not consensually) preferred by law, and ahead of
all subordinated indebtedness, if any, of such Loan Party.


 


SECTION
3.13.     Related Parties. No Loan Party subject to the Corporations
Act has contravened or will contravene section 208 or section 209 of the Corporations Act by executing and delivering any Loan
Document or performing its obligations thereunder or participating in any transaction in connection with any Loan Document.


 


SECTION
3.14.      Benefit from Transactions. Each Loan Party benefits
by the execution, delivery and performance of the Loan Documents to which it is a party.





     


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SECTION
3.15.      Execution not as a Trustee. No Loan Party has executed
or delivered any Loan Document in the capacity of a trustee, responsible entity or custodian of any trust, managed investment
scheme or settlement.


 


SECTION
3.16.      Federal Reserve Regulations. Neither Parent nor
any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose
of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose
that entails a violation (including on the part of any Lender) of any of the regulations of the Board of Governors, including
Regulations U and X. Not more than 25% of the value of the assets subject to any restrictions on the sale, pledge or other
disposition of assets under this Agreement, any other Loan Document or any other agreement between Parent or any Subsidiary and
any Lender or Affiliate of a Lender will at any time be represented by margin stock.


 


SECTION
3.17.      Anti-Corruption Laws; Sanctions; FATF Public Statement
Jurisdiction. Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by Parent,
the Subsidiaries and its and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and Parent, the Subsidiaries and its and their respective officers and employees and, to the knowledge of Parent, its
and the Subsidiaries’ respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions
in all material respects. None of Parent, any Subsidiary or, to the knowledge of Parent or the Borrowers, any of their respective
directors, officers or employees, or their respective agents that will act in any capacity in connection with or benefit from
the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transactions contemplated
by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. None of Parent, any Borrower or any of their respective
Subsidiaries, or any director, officer, employee, agent or Affiliate of any of the foregoing, is a Person that is, or is owned
or controlled by Persons that are, located, organized or resident in a FATF Public Statement Jurisdiction.


 


SECTION
3.18.      Choice of Law Provisions. The choice of law provisions
set forth in Section 9.09 are legal, valid and binding under the laws of Australia, the Bailiwick of Jersey, the United Kingdom
and each other jurisdiction in which any Non-US Loan Party is organized, and none of Parent or the Borrowers knows of any reason
why the courts of Australia, the Bailiwick of Jersey, the United Kingdom or any such other jurisdiction will not give effect to
the choice of law of the State of New York as the proper law, other than through the exercise by any such court of discretionary
powers under general principles of equity or public policy limitations in each case not specifically relating to such provisions.
Amcor has the legal capacity to sue and be sued in its own name under the laws of Australia, Parent has the legal capacity to
sue and be sued in its own names under the laws of the Bailiwick of Jersey, Amcor UK has the legal capacity to sue and be sued
in its own name under the laws of the United Kingdom and each other Non-US Loan Party has the legal capacity to sue and be sued
in its own name under the laws of its jurisdiction of formation, incorporation or organization, as applicable. Each of the Non-US
Loan Parties has the power to submit, and has irrevocably submitted, to the non-exclusive jurisdiction of the Supreme Court of
the State of New York sitting in New York County and of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, and such irrevocable submission and the waiver by each Non-US Loan Party of any immunity
and any objection to the venue of the proceedings in such Federal or State court are legal, valid and binding obligations of such
Non-US Loan Party, and none of Parent or the Borrowers knows of any reason why the courts of Australia, the Bailiwick of Jersey,
the United Kingdom or any other jurisdiction where any Non-US Loan Party is organized would not give effect to such submission
and waivers, other than through the exercise by any such court of discretionary powers under general principles of equity or based
on public policy limitations in each case not specifically relating to such submission and waivers. Each Non-US Loan Party has
validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in





     


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Section 9.09(e).
Service of process in the manner set forth in Section 9.09(d) will be effective to confer valid personal jurisdiction over
each Non-US Loan Party, and none of Parent or the Borrowers knows of any reason why the courts in Australia, the Bailiwick of
Jersey, the United Kingdom or any other jurisdiction where any Non-US Loan Party is organized will not recognize as valid and
final, or will not enforce, any final and conclusive judgment against Parent, Amcor, Amcor UK or such other Non-US Loan Party,
respectively, obtained in any such Federal or State court arising out of or in relation to the obligations of Parent, Amcor, Amcor
UK or such other Non-US Loan Party under the Loan Documents, other than through the exercise by any such court of discretionary
powers under general principles of equity or public policy limitations in each case not specifically relating to jurisdictional
matters (including consent to service of process provisions).


 


SECTION
3.19.     No Immunity. Each Non-US Loan Party is subject
to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is
a party, and the execution, delivery and performance by such Non-US Loan Party of this Agreement and any other Loan Documents
to which it is a party constitute and will constitute private and commercial acts and not public or governmental acts. None of
the Non-US Loan Parties or any of their properties has any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws
of the jurisdiction in which such Non-US Loan Party is organized and existing in respect of its obligations under this Agreement
and any other Loan Documents to which it is a party.


 


SECTION
3.20.      Proper Form; No Recordation. With respect to each
Non-US Loan Party, this Agreement and each other Loan Document to which it is a party are in proper legal form under the laws
of the jurisdiction in which such Non-US Loan Party is organized and existing for the enforcement thereof against such Non-US
Loan Party under the laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility
in evidence of this Agreement and such other Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability,
priority or admissibility in evidence of this Agreement or any other Loan Document to which any Non-US Loan Party is party, that
this Agreement or such other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or
other Governmental Authority in the jurisdiction in which such Non-US Loan Party is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of this Agreement or any such other Loan Document, except for (a) any
such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable
Loan Document is sought to be enforced and (b) any charge or tax as has been timely paid by such Non-US Loan Party.


 


ARTICLE
IV



Conditions


 


SECTION
4.01.      [Reserved].


 


SECTION
4.02.      [Reserved].


 


SECTION
4.03.      Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Revolving Loan) is subject to
receipt of the request therefor in accordance herewith and to the satisfaction (or waiver in accordance with Section 9.02)
of the following conditions:


 


(a)          
The representations and warranties of each Loan Party set forth in the Loan Documents (other than, after the Second Amendment
Effective Date, the representations and warranties set forth in Section 3.05(b) and clause (i) of Section 3.08(a)) shall be true
and correct (i) in the case of the





     


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representations and warranties qualified as to materiality, in all respects and (ii) otherwise,
in all material respects, in each case on and as of the date of such Borrowing, except in the case of any such representation
and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct
on and as of such prior date.


 


(b)          
At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


On
the date of any Borrowing (other than any conversion or continuation of any Revolving Loan), the Borrowers shall be deemed to
have represented and warranted that the conditions specified in paragraphs (a) and (b) of this Section have been satisfied
and that, after giving effect to such Borrowing, the Aggregate Revolving Credit Exposure (or any component thereof) shall not
exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01 or 2.04(a).


 


ARTICLE
V



Affirmative Covenants


 


Until
the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, each of Parent and, other than in the case of the affirmative covenants set forth in paragraphs
(a)(i), (b) and (c) of Section 5.01, each Borrower covenants and agrees with the Lenders that:


 


SECTION
5.01.      Financial Statements and Other Information. Parent
will furnish to the Administrative Agent, on behalf of each Lender:


 


(a)           
(i) within 120 days after the end of each fiscal year of Parent, its Consolidated Financial Statements, as of the end of
and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by
and accompanied by the opinion of (A) PricewaterhouseCoopers AG, (B) any other internationally recognized independent registered
public accounting firm appointed by Parent to act as its independent registered public accounting firm or (C) any other firm appointed
by Parent to act as its independent registered public accounting firm approved by the Administrative Agent (such approval not
to be unreasonably withheld, delayed or conditioned) (without a “going concern” or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements
have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position and results
of operations and cash flows of Parent and its consolidated Subsidiaries as of the end of and for such fiscal year on a consolidated
basis in accordance with US GAAP; and (ii) if any Loan Party is at any time required by law in its place of incorporation,
organization or formation, as applicable, to prepare annual financial statements, within 120 days after the end of each fiscal
year of such Loan Party, copies of such financial statements;


 


(b)          
within 90 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, its Consolidated Financial
Statements as of the end of and for such period and the portion of such fiscal year then ended, in each case setting forth in
comparative form the figures for the corresponding period of the prior fiscal year, all prepared in accordance with US GAAP (subject
to the absence of footnotes and normal year-end audit adjustments) and presenting fairly, in all material respects, the financial
position and results of operations and cash flows of Parent and its consolidated Subsidiaries as of the end of and for such fiscal
quarter and for the portion of such fiscal year then ended on a consolidated basis;





     


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(c)         
concurrently with each delivery of Consolidated Financial Statements under clause (a) or (b) above, a completed Compliance
Certificate signed by a Financial Officer of Parent, (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations (consistent with the detail historically provided hereunder) demonstrating compliance with
Sections  6.01 and 6.05 (and, in the event any pro forma adjustment shall have been made as contemplated by the definition
of the term EBITDA, setting forth in reasonable detail the calculation of such pro forma adjustments) and (iii) if any change
in US GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of Parent most recently
theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section  3.05)
that has had, or could have, a significant effect on the calculations of the Leverage Ratio, specifying the nature of such change
and the effect thereof on such calculations;


 


(d)          
promptly after the same become publicly available (or, if not made publicly available, promptly after distribution by Parent to
its shareholders or creditors generally, as the case may be), copies of all periodic and other reports, proxy statements and other
materials filed by Parent or any Subsidiary with the SEC, the ASX Limited or any other securities exchange, or distributed by
Parent to its shareholders or creditors generally, as the case may be;


 


(e)          
promptly after any reasonable request by any Agent or any Lender therefor, such information and documentation as required (i)
by bank regulatory authorities under applicable “know your customer” rules with respect to any Loan Party, including
the USA PATRIOT Act, the Anti-Money Laundering and Counter-Terrorism Financing Rules promulgated under the Anti-Money Laundering
and Counter-Terrorism Financing Act 2006 and the UK Proceeds of Crime Act 2002, or (ii) for purposes of compliance with the Beneficial
Ownership Regulation; and


 


(f)           
promptly after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including
contingent liabilities) and financial condition of Parent or any Subsidiary, or compliance with the terms of any Loan Document,
as the Administrative Agent or any Lender may reasonably request; provided that Parent shall not be required to furnish
any such information that Parent determines after consultation with counsel qualified to advise on such matters (which may be
in-house counsel) that, notwithstanding the confidentiality requirements of Section 9.12, Parent would be prohibited from
disclosing by applicable law or regulations without making public disclosure thereof.


 


Information
required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if
and when such information, or one or more annual or quarterly reports containing such information, shall have been posted by the
Administrative Agent on an the Platform or shall be available on the website of Parent at http://www.amcor.com or the website
of the SEC at http://www.sec.gov. Information required to be delivered pursuant to this Section may also be delivered by electronic
communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under
clause (a) or (b) above shall be restated, Parent shall deliver, promptly after such restated financial statements become available,
revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a
Financial Officer of Parent.


 


SECTION
5.02.      Notices of Material Events. Parent will furnish
to the Administrative Agent prompt written notice of the following:





     


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(a)           
the occurrence of, or receipt by Parent of any written notice claiming the occurrence of, (i) any default or event of default
under any Principal Facility Agreement or (ii) any Default;


 


(b)          
the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting Parent or any Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed
in writing by Parent to the Administrative Agent and the Lenders, that in each case would reasonably be expected to result in
a Material Adverse Effect or that in any manner questions the validity of any Loan Document;


 


(c)          
any change to any Unsecured Rating;


 


(d)          
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be
expected to result in a Material Adverse Effect;


 


(e)          
any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of
beneficial owners identified in such Beneficial Ownership Certification;


 


(f)           
the effectiveness of any amendment contemplated by Section 1.08, together with true and complete copies of the Multi-Year
Revolving Credit Agreement containing the applicable MFN Provision; and


 


(g)          
any other development that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.


 


Each
notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer
of Parent setting forth the details of the event or development requiring such notice and, in the case of clause (a) above,
any action taken or proposed to be taken with respect thereto (and, in the case of subclause (a)(ii), stating that it is a “notice
of default”).


 


SECTION
5.03.     Subsidiary Guarantees. Parent will ensure that
at all times each Subsidiary that has Guaranteed any Material Financial Indebtedness of Parent or any Borrower (or is otherwise
a co-obligor on, or jointly liable with respect to, any such Material Financial Indebtedness) becomes a Subsidiary Guarantor by
duly executing and delivering a supplement to the Guarantee Agreement, in the form specified therein, on behalf of such Person,
together with, to the extent requested by the Administrative Agent, documents and opinions of the type referred to in Sections
4.01(b), 4.01(c), 4.02(b) and 4.02(c) of the Original Credit Agreement with respect to such Subsidiary Guarantor; provided
that this Section 5.03 shall not apply to that certain class order deed CO 98/1418 with the Australian Securities and
Investments Commission, as such class order is amended from time to time, and to the benefit of any Guarantees provided solely
as part thereof.


 


SECTION
5.04.     Existence; Conduct of Business. (a)  Each
of Parent and the Borrowers will do or cause to be done all things reasonably necessary to preserve, renew and keep in full force
and effect (i) its legal existence (and shall not change the jurisdiction of its formation, incorporation or organization, as
applicable, from that applicable on the date hereof) and (ii) the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names necessary or desirable in the normal conduct of its business, except, in the case of this
clause (ii), to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect; provided that clause (ii) above shall not prohibit any transaction permitted under Section 6.03.





     


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(b)          
Parent shall cause each of the Borrowers to be a wholly-owned Subsidiary of Parent.


 


(c)          
Neither Parent nor any Subsidiary will engage to any material extent in any business other than businesses of the type conducted
by Parent and the Subsidiaries on the Second Amendment Effective Date and businesses reasonably related or ancillary thereto.


 


SECTION
5.05.     Maintenance of Properties. Parent and each Subsidiary
will keep and maintain all property used in the conduct of its business in good working order and condition, ordinary wear and
tear excepted, except to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.


 


SECTION
5.06.      Insurance. Parent and each Subsidiary will maintain,
with financially sound and reputable insurance companies, or with a wholly-owned Subsidiary on arms’-length terms, insurance
in such amounts and against such risks as are prudent or usual for a Person of established repute conducting a business similar
to it in the same or similar locations.


 


SECTION
5.07.      Books and Records. Parent and each Subsidiary will
keep proper and adequate books of record and account in accordance with US GAAP and in accordance in all material respects with
applicable law.


 


SECTION
5.08.    Compliance with Laws. Parent and each Subsidiary
will comply with all laws, including all orders of any Governmental Authority, and maintain in full force and effect all Governmental
Approvals, in each case, applicable to it or its property, except where the failure to do so, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect. Parent will maintain in effect and enforce policies and
procedures designed to ensure compliance by Parent, the Subsidiaries and its and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION
5.09.     Use of Proceeds. The proceeds of the Loans will
be used solely for general corporate purposes of Parent and the Subsidiaries, including to repay or prepay any Financial Indebtedness
of Parent and the Subsidiaries; provided that the proceeds of any Loan may not be used directly or indirectly in a manner
or for a purpose that would (or would, but for any applicable limitation in any Loan Document) result in a contravention of Part
2J.3 of the Corporations Act. None of Parent or any Borrower will, directly or indirectly, use the proceeds of the Loans, or lend,
contribute or otherwise make available the proceeds of the Loans to any Subsidiary, joint venture partner or other Person, to
fund any activities or business of or with a FATF Public Statement Jurisdiction, any goods originating from a FATF Public Statement
Jurisdiction or any Person located, organized or resident in a FATF Public Statement Jurisdiction or owned or controlled by such
Person.


 


SECTION
5.10.     Ranking of Obligations. Each Loan Party shall take
all such actions as shall be necessary to ensure that the Obligations of such Loan Party rank and, until the Commitments shall
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been
paid in full, will rank, at least equally with all other unsecured and unsubordinated obligations of such Loan Party, except obligations
mandatorily (and not consensually) preferred by applicable law, and ahead of all subordinated Financial Indebtedness, if any,
of such Loan Party.





     


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ARTICLE
VI



Negative Covenants


 


Until
the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, each of Parent and the Borrowers covenants and agrees with the Lenders that:


 


SECTION
6.01.      Subsidiary Indebtedness. Parent will not permit
any Subsidiary (other than any Borrower or any Subsidiary Guarantor) to create, incur, assume or permit to exist any Financial
Indebtedness, except:


 


(a)          
Financial Indebtedness owed to Parent or any of the Subsidiaries;


 


(b)          
Limited Recourse Indebtedness;


 


(c)          
Financial Indebtedness owed by any Subsidiary that becomes a Subsidiary (or of any Person not previously a Subsidiary that is
merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, provided
that (i) such Financial Indebtedness existed on the date that such Subsidiary became a Subsidiary (or is so merged or consolidated)
and was not incurred in anticipation thereof, (ii) such Financial Indebtedness is repaid in full within one year of the date such
Subsidiary becomes a Subsidiary (or such merger or consolidation) or such later date as may be the date of the maturity of such
Financial Indebtedness if such Financial Indebtedness is fixed interest rate indebtedness that provides a commercial financial
advantage to Parent and the Subsidiaries and (iii) in the case of any Person becoming a Subsidiary as a result of a Division where
the dividing person is Parent or a Subsidiary, such Financial Indebtedness was permitted by this clause (c) immediately prior
to the consummation of such Division; and


 


(d)          
other Financial Indebtedness, provided that immediately after giving effect to the incurrence of any such Financial Indebtedness
pursuant to this clause (d) (or, in the case of any such Financial Indebtedness outstanding on the Effective Date, on the Effective
Date), the aggregate principal amount of all Financial Indebtedness outstanding under this clause (d) shall not exceed 10.0% of
the Total Tangible Assets.


 


SECTION
6.02.      Liens. Neither Parent nor any Subsidiary will create,
incur, assume or permit to exist any Lien on any of its assets, now owned or hereafter acquired by it, or assign or sell any income
or revenues (including accounts receivable and royalties) or rights in respect of any thereof, except:


 


(a)          
any Permitted Encumbrances; or


 


(b)          
other Liens securing Financial Indebtedness, provided that, immediately after giving effect to the incurrence or assumption
of any such Lien or the incurrence of any Financial Indebtedness secured thereby (or, in the case of any such Liens in existence
on the Effective Date, on the Effective Date), the aggregate principal amount of all outstanding Financial Indebtedness (other
than Limited Recourse Indebtedness) secured by any Liens on assets of Parent or any Subsidiary (other than Liens referred to in
clauses (e) and (h) of the definition of “Permitted Encumbrances”) shall not exceed 10.0% of the Total Tangible Assets.


 


SECTION
6.03.     Asset Sales. Parent shall not, and shall not permit
the Subsidiaries to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions and whether
directly or through any merger or consolidation of, or any sale, transfer, lease or other disposition of Equity





     


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Interests in,
or the assets of, Parent or any Subsidiary) (a) all or substantially all of the assets of Parent and the Subsidiaries, taken
as a whole (whether now owned or hereafter acquired) or (b) any assets pursuant to a Material Disposition for an aggregate
consideration in an amount equal to or greater than US$300,000,000, unless, after giving pro forma effect thereto, Parent shall
be in compliance with Section 6.05.


 


SECTION
6.04.     Use of Proceeds. No Borrower will request any Borrowing,
and neither Parent nor any Borrower shall use, and each of Parent and the Borrowers shall procure that its subsidiaries and its
or their directors, officers, employees and agents shall not use, the proceeds of any Borrowing (a) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation
of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country or (c) in any manner that would result in the violation of
any Sanctions applicable to any party hereto.


 


SECTION
6.05.      Leverage Ratio. Parent will not permit the Leverage
Ratio as of the last day of any Test Period to exceed 3.90 to 1.00; provided that, upon the consummation of a Qualified
Material Acquisition, with respect to the calendar month in which such Qualified Material Acquisition is consummated and the subsequent
twelve consecutive calendar months, the maximum permitted Leverage Ratio set forth above shall, at the election of Parent by notice
to the Administrative Agent, be increased to 4.25 to 1.00; provided further that following any such election by Parent,
no subsequent election may be made by Parent unless the Leverage Ratio has been at or below 3.90 to 1.00 as of the last day of
at least two subsequent consecutive fiscal quarters.


 


ARTICLE
VII



Events of Default


 


If
any of the following events (an “Event of Default”) shall occur:


 


(a)          
any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment thereof or otherwise and, solely if the cause of such failure is a banking system
delay or interruption, such failure shall continue unremedied for a period of two Business Days;


 


(b)          
Parent or any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred
to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of three Business Days;


 


(c)          
any representation, warranty or statement made or deemed made by or on behalf of Parent or any Subsidiary in any Loan Document
or in any report, certificate, financial statement or other document provided pursuant to or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when
made or deemed made;


 


(d)          
Parent or any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a)(ii),
5.04(a)(i) (with respect to Parent’s or any Borrower’s existence) or 5.09 or in Article VI;


 


(e)          
any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than
those specified in clause (a), (b) or (d) of





     


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this Article), and such failure shall continue unremedied for a period of 30
days after notice thereof from the Administrative Agent or any Lender to Parent (with a copy to the Administrative Agent in the
case of any such notice from a Lender);


 


(f)           
Parent or any Subsidiary shall fail to make any payment (whether of principal, interest, termination payment or other payment
obligation and regardless of amount) in respect of any Material Financial Indebtedness, when and as the same shall become due
and payable, and such failure shall continue after the applicable grace period, if any, relating to such Material Financial Indebtedness;


 


(g)          
any event or condition occurs that results in any Material Financial Indebtedness becoming due or being terminated or required
to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity; provided that this clause (g) shall
not apply to (i) any secured Financial Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets
securing such Material Financial Indebtedness or (ii) any Material Financial Indebtedness that becomes due as a result of a voluntary
refinancing thereof;


 


(h)         
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization,
moratorium, scheme of arrangement or other relief in respect of Parent or any Significant Subsidiary or its debts, or of a material
part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, receiver and manager, administrator, liquidator, trustee, custodian, sequestrator,
conservator or similar official for Parent or any Significant Subsidiary or for a material part of its assets, or any such official
is appointed to Parent or any Significant Subsidiary or a material part of its assets, and, in any such case, such proceeding,
petition or appointment shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


 


(i)           
Parent or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization, moratorium, scheme of arrangement or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent
to the appointment of a receiver, receiver and manager, administrator, liquidator, trustee, custodian, sequestrator, conservator
or similar official for Parent or any Significant Subsidiary or for a material part of its assets, or any such official is appointed
to Parent or any Significant Subsidiary or a material part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or the
board of directors (or similar governing body) of Parent or any Significant Subsidiary (or any committee thereof) shall adopt
any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (i) or clause
(h) of this Article or (vi) solely in the case of Parent, become subject to Parent Bankruptcy Event;


 


(j)           
Parent or any Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(k)          
one or more judgments for the payment of money in an aggregate amount in excess of US$150,000,000 (or the equivalent thereof in
any other currency) (other than any such judgment covered by third party insurance to the extent the insurer has been notified
of such judgment and liability therefor has not been denied by the insurer), shall be rendered against Parent or any Subsidiary
or any combination thereof and the same shall remain undischarged for a period of





     


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30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets
of Parent or any Subsidiary to enforce any such judgment;


 


(l)           
any Loan Document is or becomes void, voidable or unenforceable, or is asserted in writing by any Borrower or any other Loan Party
not to be valid and enforceable;


 


(m)         
any material obligation of any Borrower or any other Loan Party under any Loan Document or the performance of any such obligation
is or becomes at any time illegal or invalid under any applicable law;


 


(n)          
any Borrower shall cease to be a wholly-owned Subsidiary of Parent; or


 


(o)          
a Change in Control shall occur;


 


then,
and in every such event (other than an event with respect to Parent or any Borrower described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the Administrative Agent may with the consent, and
shall at the request, of the Required Lenders, by notice to Parent, take any or all of the following actions, at the same or different
times:  (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately and (ii) declare
the Loans then outstanding to be due and payable in whole (or in part (but ratably as among the Loans at the time outstanding),
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations
of Parent or the Borrowers hereunder, shall become due and payable immediately, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by Parent and each Borrower; and in the case of any event with respect
to Parent or any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of Parent
or any Borrower hereunder, shall immediately and automatically become due and payable, in each case without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by Parent and each Borrower.


 


ARTICLE
VIII



The Agents


 


Each
of the Lenders hereby irrevocably appoints the Administrative Agent and the Foreign Administrative Agent as its agents and authorizes
the Administrative Agent and the Foreign Administrative Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent or the Foreign Administrative Agent, as applicable, by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. Each Lender exempts the Agents from the restrictions
pursuant to Section 181 Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to
any other applicable law, in each case to the extent legally possible for such Lender. Any Lender that cannot grant such exemption
shall notify the Administrative Agent accordingly and, upon request of the Administrative Agent, either act in accordance with
the terms of this Agreement and/or any other Loan Document as required pursuant to this Agreement and/or such other Loan Document
or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to Section 181
of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other applicable laws. Without limiting the foregoing,
each Lender hereby authorizes each Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents
to which such Agent is a party, and to exercise all rights, powers and remedies that such Agent may have under such Loan Documents.





     


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Any
Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with Parent or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any
duty to account therefor to the Lenders.


 


No
Agent shall have any duties or obligations except those expressly set forth in the Loan Documents, and in performing its functions
and duties hereunder and under the other Loan Documents, each Agent is acting solely on behalf of the Lenders (except in limited
circumstances expressly provided for herein relating to the maintenance of the Register), and its functions and duties are entirely
mechanical and administrative in nature. Without limiting the generality of the foregoing, (a) the Agents do not assume,
and shall not be deemed to have assumed, any obligation or duty or any other relationship as the agent, fiduciary or trustee of
or for any Lender or any other Person, other than as expressly set forth herein and in the other Loan Documents, regardless of
whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent”
(or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote
any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such
term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting
parties), and each Lender agrees that it will not assert any claim against any Agent based on an alleged breach of fiduciary duty
by such Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated hereby or thereby,
(b) the Agents shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary
rights and powers expressly contemplated by the Loan Documents that an Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that an Agent shall
not be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to any Loan Document
or applicable law, and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to Parent, any Subsidiary or any other Affiliate
of Parent that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. Neither
any Agent nor any of its Related Parties shall be liable for any action taken or not taken by it (i) with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent
shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (ii) unless a
court of competent jurisdiction shall have determined by a final and non-appealable judgment that such Agent was grossly negligent
or acted with willful misconduct in taking or not taking any such action. Each Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent
by Parent or a Lender, and the Agents shall not be responsible for or have any duty to ascertain or inquire into (A) any
statement, warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (D) the
sufficiency, value, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument
or document (including, for the avoidance of doubt, in connection with any Agent’s reliance on any Electronic Signature
transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page),
(E) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items (which on their face purport to be such items) expressly required to be delivered to such Agent or satisfaction
of any condition that expressly refers to the matters described therein being acceptable or satisfactory to an Agent or (F) any
determination with respect to (1) the existence or the extent of any legal impediments on the ability of any Subsidiary Guarantor
or Parent to perform its obligations under the Guarantee Agreement (it being acknowledged by





     


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the Lenders that the Administrative
Agent shall not be required to make any evaluation as to whether any such impediment exists unless and until it shall have been
requested to do so in writing by a Lender and, in connection with any such evaluation or determination, may consult with legal
counsel (who may be counsel for Parent) selected by it and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel) or (2) the terms of the subordination referred to in the definition of the term the
Subordinated Debt Allowance. Each Agent shall be deemed to have no knowledge of any Lender being a Restricted Lender unless and
until the Administrative Agent shall have received the written notice from such Lender referred to in Section 1.03, and then only
to as and to the extent specified in such notice, and any determination of whether the Required Lenders or any other requisite
Lenders shall have provided any consent or direction in connection with this Agreement or any other Loan Document shall not be
affected by any subsequent delivery to the Administrative Agent of any such written notice. Notwithstanding anything herein to
the contrary, no Agent shall be liable for, or be responsible for any loss, cost or expense suffered by any Loan Party or any
Lender as a result of, any such determination of the Revolving Credit Exposure or the component amounts thereof or of the US Dollar
Equivalent. Each Lender agrees that nothing in this Agreement or any other Loan Document shall require any Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its functions or duties under the Loan
Documents or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


Each
Agent shall be entitled to rely upon, and shall not incur any liability for acting or not acting upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person
(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or
authenticator thereof). Each Agent also shall be entitled to rely upon, and shall not incur any liability for acting or not acting
upon, any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such
Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof),
and may act upon any such statement prior to receipt of written confirmation thereof, including pursuant to Section 9.01(e).
In determining compliance with any condition hereunder to the making of a Loan, the Administrative Agent may presume that such
condition is satisfactory to each Lender unless the Administrative Agent shall have received notice to the contrary from such
Lender sufficiently in advance of the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for Parent),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts. Each Agent may treat the payee of any promissory note as its holder
until such promissory note has been assigned in accordance with Section 9.04 and may rely on the Register to the extent set forth
in Section 9.04(c).


 


Each
Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any of and all their
duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article
shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facility provided for herein as well as activities as an Agent. No
Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection
of such sub-agents.


 


Subject
to the terms of this paragraph, each Agent may resign at any time from its capacity as such. In connection with such resignation,
such Agent shall give notice of its intent to resign to the Lenders and Parent. Upon receipt of any such notice of resignation,
the Required Lenders (in the case of a





     


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resignation by the Administrative Agent) or the Administrative Agent (in the case of a
resignation by the Foreign Administrative Agent) shall have the right (with, so long as no Event of Default has occurred and is
continuing, the consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned)) to appoint a successor.
If no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its intent to resign, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a bank with an office in New York, New York, in the case of a successor to the Administrative Agent, or with an office
in London or Frankfurt, in the case of a successor to the Foreign Administrative Agent or, in each case, an Affiliate of any such
bank. If any Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the extent
permitted by applicable law, by notice in writing to Parent and such Agent remove such Agent in its capacity as such, and (with,
so long as no Event of Default has occurred and is continuing, the consent of Parent (such consent not to be unreasonably withheld,
delayed or conditioned)) appoint a successor. Upon the acceptance of its appointment as Administrative Agent or Foreign Administrative
Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Agent, as the case may be, and such retiring or removed Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents. The fees payable by Parent to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed by Parent and such successor. Notwithstanding the
foregoing, in the event (a) no successor Agent to a retiring Agent shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness
of its resignation to the Lenders and Parent or (b) no successor to a removed Agent shall have been so appointed and shall have
accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become
effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i)
the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents,
and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring
or removed Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the
retiring or removed Agent for the account of any Person other than such Agent shall be made directly to such Person and (B) all
notices and other communications required or contemplated to be given or made to the retiring or removed Agent shall also directly
be given or made to the other Agent and each Lender. After any Agent’s resignation or removal from its capacity as such,
the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions
set forth in any other Loan Document, shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting
as an Agent. Nothing in this paragraph shall be deemed to limit the rights of the Foreign Administrative Agent under the penultimate
paragraph of this Article.


 


Each
Lender represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged
in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such
Lender, in each case, in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other
type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (c) it has, independently
and without reliance upon the Agents, any other Titled Person or any other Lender,





     


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or any of the Related Parties of any of the
foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (d) it is sophisticated with respect
to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein as may be applicable
to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial
loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such
other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, any other Titled
Person or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information
(which may contain Private Side Information) as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder. Each Lender, by delivering its signature page to the Second Amendment on the Second Amendment
Effective Date, or delivering its signature page to an Assignment and Assumption, the Accession Agreement or any other Loan Document
pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved,
each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative
Agent or the Lenders on or prior to the date of such document.


 


Each
Lender, by becoming a party to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved,
each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, any Agent or the
Lenders on or prior to the Second Amendment Effective Date.


 


Each
Lender hereby agrees that (x) if any Agent notifies such Lender that such Agent has determined in its sole discretion that any
funds received by such Lender from such Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal,
interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such
Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall
promptly, but in no event later than one Business Day thereafter, return to such Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to such Agent
at (a) if denominated in US Dollars, the greater of (i) the NYFRB Rate and (ii) a rate determined by such Agent in accordance
with banking industry rules on interbank compensation and (b) if denominated in an Alternative Currency, the greater of (i) the
rate reasonably determined by such Agent to be the cost to it of funding such amount (which determination will be conclusive absent
manifest error) and (ii) a rate determined by such Agent in accordance with banking industry rules on interbank compensation,
and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to such Agent, any claim,
counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by such Agent for the
return of any Payments received, including without limitation any defense based on “discharge for value” or any similar
doctrine. A notice of any Agent to any Lender under this paragraph shall be conclusive, absent manifest error. Each Lender hereby
further agrees that if it receives a Payment from any Agent or any of its Affiliates (x) that is in a different amount than, or
on a different date from, that specified in a notice of payment sent by such Agent (or any of its Affiliates) with respect to
such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall
be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such
case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly
notify the Applicable Agent of such occurrence and, upon demand from such Agent, it shall promptly, but in no event later than
one Business Day thereafter, return to such Agent the amount of any such Payment (or portion thereof) as to which such a demand
was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or
portion thereof) was received by such Lender to the date such amount is repaid to such Agent at (a) if denominated in US Dollars,
the greater of (i) the NYFRB Rate and (ii) a rate determined by such Agent in accordance with banking industry rules on interbank
compensation and (b) if denominated in an Alternative Currency, the greater of (i) the rate reasonably determined by such Agent
to be the cost to it of funding such amount (which determination will be conclusive absent manifest error) and (ii) a rate determined
by such Agent in accordance with banking industry rules on interbank compensation. Parent and the Borrowers hereby agree (and
each other Loan Party, by becoming a party to the Guarantee Agreement shall be deemed to have agreed) that (x) in the event an
erroneous Payment (or portion thereof) are not recovered from any Lender





     


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that has received such Payment (or portion thereof) for
any reason, the Agents shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment
shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party. Each
party’s obligations under this paragraph shall survive the resignation or replacement of any Agent or any transfer of rights
or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all Obligations under any Loan Document.


 


In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, each Agent (irrespective of whether the principal of any Loan shall then
be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any
demand on any Borrower or other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding
or otherwise:


 


(a)
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans that are
owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Agents (including any claim under Sections 2.11, 2.12, 2.14, 2.15, 2.16 and 9.03) allowed in such judicial proceeding;
and


 


(b)
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby
authorized by each Lender to make such payments to any Agent and, in the event that any Agent shall consent to the making of such
payments directly to the Lenders, to pay to such Agent any amount due to it, in its capacity as Agent, under the Loan Documents
(including under Section 9.03); provided, however, that nothing contained herein shall be deemed to authorize
the Agents to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition affecting the obligations or the rights of any Lender, or to vote in respect of the claim of any Lender in any
such proceeding.


 


Notwithstanding
anything herein to the contrary, none of the Arrangers, the Syndication Agents or the Documentation Agents (each of the foregoing,
a “Titled Person”) shall have any duties or obligations under this Agreement or any other Loan Document (except
in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder,
and, without limiting the foregoing, no Titled Person shall have or be deemed to have any fiduciary relationship with any Lender
or with Parent or any of its Affiliates.


 


Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each
Agent and each Titled Person and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of any
Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(a)           such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Commitments or this Agreement,


 


(b)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance





     


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company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement,


 


(c)           (i)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Commitments and this Agreement, (iii) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (iv) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement, or


 


(d)           such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


In
addition, unless either (1) clause (a) in the immediately preceding paragraph is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with clause (d) in the immediately preceding paragraph,
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and each Titled Person and their respective Affiliates and not, for the avoidance of doubt, to or
for the benefit of any Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the
assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


The
Foreign Administrative Agent (the “Designating Foreign Administrative Agent”) may at any time and from time
to time, by written notice to the Administrative Agent, the Lenders and Parent, nominate an Affiliate of the Designating Foreign
Administrative Agent (such Affiliate, a “Substitute Foreign Administrative Agent”) to act as a successor Foreign
Administrative Agent. A notice to nominate a Substitute Foreign Administrative Agent must be in the form of Exhibit G (the “Foreign
Administrative Agent Designation Notice”) and be countersigned by the Substitute Foreign Administrative Agent confirming
it will be bound as the Foreign Administrative Agent under this Agreement. Such Substitute Foreign Administrative Agent shall
succeed to the rights, powers, duties and obligations of the Foreign Administrative Agent, and the term “Foreign Administrative
Agent” shall mean such Substitute Foreign Administrative Agent effective immediately upon delivery of such Foreign Administrative
Agent Designation Notice to the Administrative Agent. With respect to Section 9.01(a)(ii), the address for notices for the Foreign
Administrative Agent shall be, upon such succession and without further action, the address for the Substitute Foreign Administrative
Agent set forth in the Foreign Administrative Agent Designation Notice. A Substitute Foreign Administrative Agent will be treated
as the Foreign Administrative Agent for all purposes under the Loan Documents for so long as it continues to be a Substitute Foreign
Administrative Agent under this Agreement. The Designating Foreign Administrative Agent may revoke its designation of an Affiliate
as a Substitute Foreign Administrative Agent by notice in writing to the Administrative Agent, the Lenders and Parent.  Upon
such Substitute Foreign Administrative Agent’s ceasing to be a Substitute Foreign Administrative Agent, the Designating
Foreign Administrative Agent will automatically assume (and be deemed to assume without further action by any party) all rights
and obligations previously vested in such Substitute Foreign Administrative Agent.





     


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The
provisions of this Article are solely for the benefit of the Agents and the Lenders, and, except solely to the extent of Parent’s
rights to consent pursuant to and subject to the conditions set forth in this Article, none of Parent or any other Loan Party
shall have any rights as a third party beneficiary of any such provisions.


 


ARTICLE
IX



Miscellaneous


 


SECTION
9.01.      Notices. (a)  Except in the case of notices
and other communications expressly permitted to be given by telephone (and subject to paragraph (c) of this Section), all
notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by fax or email, as follows:


 


(i)            
if to Parent or any Borrower, to Parent at Amcor Corporate, Thurgauerstrasse 34, CH-8050 Zurich, Attention of Group Treasurer/VP
Treasury (Fax No. +44 44 316 17 18; Email Address: mike.rumley@amcor.com);


 


(ii)           
if to the Administrative Agent or the Foreign Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group,
500 Stanton Christiana Road, Ops 2, 3rd Floor, Newark, DE 19713, Attention of Lauren Mayer (Fax No. (302) 634-1417; Email
Addresses: lauren.mayer@jpmorgan.com and 12012443629@tls.ldsprod.com) with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue,
New York, NY 10179, Attention of Demetrius Dixon (Email Address: Demetrius.dixon@chase.com);


 


(iii)         
if to JPMorgan, in its capacity as the Euro Swingline Lender, to JPMorgan Chase Bank, N.A., European Loan Operations, 3rd Floor,
Prestige Platina, Near Marathahalli Junction, Sarjapur Outer Ring Road, Kadabeesanahalli, Vathur Hobli, Bangalore – 560087,
India (Fax No. +1 214 291 4365; E-Fax: 442074923297@tls.ldsprod.com; Email Addresses: european.loan.operations@jpmorgan.com and
loan_and_agency_london@jpmorgan.com);


 


(iv)        
if to Australia and New Zealand Banking Group Limited, in its capacity as the Australian Dollar Swingline Lender, to Loan Servicing
Cache Loan IQ MNL (Fax No. +61 3 8523 4543; Email Address: LoanServicingCacheLoanIQMNL@anz.com), with a copy to LCS Institutional
VIC (1300 762 583), Attention of Aarani Rajmohan (Fax No. 1300 853 269; Email: LCSInstitutionalVIC@anz.com and aarani.rajmohan@anz.com);
and


 


(v)          
if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.


 


(b)          
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient);
and notices delivered through electronic communications to the extent provided in paragraph (c) of this Section shall be effective
as provided in such paragraph.


 


(c)          
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including
email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices under Article II to any Lender if such Lender has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. Any notices or other communications





     


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to an Agent, Parent or any Borrower may, in addition to email, be delivered or furnished by electronic communications pursuant
to procedures approved by the recipient thereof prior thereto; provided that approval of such procedures may be limited
or rescinded by any such Person by notice to each other such Person. Unless the Administrative Agent otherwise prescribes, (i)
notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return email or other
written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business
day for the recipient, and (ii) notices or communications posted to the Platform shall be deemed received upon the receipt by
the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor.


 


(d)          
Any party hereto may change its address, telephone number, email address or fax number for notices and other communications hereunder
by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to Parent and the Agents).


 


(e)          
In connection with any Borrowing Request or Interest Election Request required to be provided hereunder to the Foreign Administrative
Agent, the applicable Borrower (or Parent on its behalf) shall furnish with such request telephone call-back information designating
a Financial Officer or other authorized employee of the applicable Borrower (or of Parent on its behalf) as authorized to confirm
and provide any additional information relating to any such request as the Foreign Administrative Agent may reasonably require
in order to give effect to such request. The Foreign Administrative Agent shall be authorized to seek any such confirmation or
additional information by telephonic request. The Foreign Administrative Agent shall be entitled to rely, and shall not incur
any liability for relying, upon any information provided by such designated Person and, in the event such designated Person is
not, in fact, available to provide any such information by telephone call-back, the Foreign Administrative Agent shall have no
liability for any failure to act in connection with any such request or notice.


 


(f)           
The Borrowers agree that any Agent may, but shall not be obligated to, make any Communication by posting such Communication on
the Platform. The Platform and any Communications are provided “as is” and “as available”. The Agents,
the Titled Persons and their respective Related Parties do not warrant, and shall not be deemed to warrant, the adequacy of the
Platform or the Communications, and expressly disclaim liability for errors or omissions in the Communications. No warranty of
any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects, is made, or shall be deemed to be made, by any Agent, any
Titled Person or any of their respective Related Parties in connection with the Communications or the Platform. In no event shall
any Agent, any Titled Person or any of their respective Related Parties have any liability to any Loan Party, any Lender or any
other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of any Loan Party’s, any Agent’s or any Titled Person’s transmission of communications through the Platform,
except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Person
acted with gross negligence or willful misconduct; provided, however, that in no event shall any Agent, any Titled
Person or any of their respective Related Parties have any liability to any Loan Party, any Lender or any other Person for indirect,
special, consequential or punitive damages (as opposed to direct or actual damages). Parent, each Borrower and each Lender agrees
that any Agent or any Titled Person may, but shall not be obligated to, store any Communications on the Platform in accordance
with its customary document retention procedures and policies.


 


SECTION
9.02.      Waivers; Amendments. (a)  No failure
or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or





     


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discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent
to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making
of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent, any Arranger, any Syndication Agent,
any Documentation Agent or any Lender may have had notice or knowledge of such Default at the time.


 


(b)          
Except as provided in paragraph (c) of this Section, none of this Agreement, any other Loan Document or any provision hereof or
thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Parent, the Administrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce
the rate of interest thereon, or reduce any fees payable hereunder, or change the currency of any Loan or any interest or fee,
without the written consent of each Lender affected thereby, (iii) postpone the scheduled maturity date of any Loan or any
date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment (including any such postponement as a result of any modification to
the term “Commitment Outside Date”), without the written consent of each Lender affected thereby, (iv) change
Section 2.17(b) or 2.17(c) in a manner that would alter the pro rata sharing of payments required thereby without the written
consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition
of the term “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of
Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender or (vi) release (including by limiting liability in respect thereof) (A) any Borrower
or Parent from its Guarantee under the Guarantee Agreement or (B) one or more Subsidiary Guarantors (other than those that
are also Borrowers) from their Guarantees under the Guarantee Agreement if such Guarantees represent a material portion of the
aggregate value of the Guarantees of all the Subsidiary Guarantors (except as expressly provided in the Guarantee Agreement),
without the written consent of each Lender; provided further that no such agreement shall amend, modify, extend or otherwise
affect the rights or obligations of any Agent or any Swingline Lender without the prior written consent of such Agent or such
Swingline Lender, as the case may be.


 


(c)          
Notwithstanding anything to the contrary in paragraph (b) of this Section 9.02:


 


(i)           
this Agreement and the other Loan Documents may be amended as provided in Sections 1.08, 2.04(e), 2.07(d), 2.08(b) and 2.13(b);


 


(ii)         
any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Parent and
the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall
have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received,
within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the
Required Lenders object to such amendment; and


 


(iii)         
no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required
of (x) any Defaulting Lender, except





     


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with respect to any amendment, waiver or other modification referred to in clause (i),
(ii) or (iii) of the first proviso in Section 9.02(b) and then only in the event such Defaulting Lender shall be affected by such
amendment, waiver or other modification or (y) in the case of any amendment, waiver or other modification referred to in
the first proviso in Section 9.02(b), any Lender that receives payment in full of the principal of and interest accrued on each
Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the
other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate
by the terms and upon the effectiveness of such amendment, waiver or other modification.


 


(d)         
The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers
or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this
Section 9.02 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes
a Lender.


 


SECTION
9.03.      Expenses; Indemnity; Limitation of Liability. (a)  Parent
and the Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Arrangers
and their Affiliates (including due diligence expenses, syndication expenses, travel expenses and reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, US counsel to the Agents and the Arrangers, Allen & Overy, UK and Australian
counsel to the Agents and the Arrangers, and Walkers, Jersey counsel to the Agents and the Arrangers), in connection with the
structuring, arrangement and syndication of the credit facility provided for herein, including the preparation, execution and
delivery of the commitment letter and any fee letter entered into in connection with the credit facility provided for herein,
(ii) all reasonable and documented expenses of the Agents associated with the preparation, execution, delivery and administration
of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated) and (iii) all reasonable and documented expenses
incurred by any Agent or any Lender (including any Swingline Lender), including the reasonable fees, charges and disbursements
of any counsel for any of the foregoing (including Cravath, Swaine & Moore LLP, US counsel to the Agents, Allen & Overy,
UK and Australian counsel to the Agents, and Walkers, Jersey counsel to the Agents), in connection with the enforcement or protection
of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans
made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 


(b)          
Parent and the Borrowers shall indemnify each Agent (and any sub-agent thereof), each Arranger, the Syndication Agents, the Documentation
Agents and each Lender (including each Swingline Lender), and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all Liabilities and
related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and
the syndication of the credit facility provided for herein (in the case of any Arranger), the preparation, execution, delivery
and administration of the commitment letter or any fee letter entered into in connection with the credit facility provided for
herein, this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance
by the parties to the commitment letter or any fee letter entered into in connection with the credit facility provided for herein,
this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the Transactions or any other
transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing (including, with respect to clause (i), any such actual
or prospective claim, litigation, investigation or proceeding relating to or arising from the delivery, by or on behalf of any
Loan





     


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Party, of an executed counterpart of a signature page of any Loan Document or Ancillary Document (as defined below) that
is an Electronic Signature), whether based on contract, tort or any other theory and whether initiated against or by any party
to any Loan Document, any Affiliate thereof or any third party (and regardless of whether any Indemnitee is a party thereto) or
(iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated
by, or any Environmental Liability related in any way to, Parent or any of its Subsidiaries or Affiliates; provided that
(x) such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses
are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from (i) such Indemnitee’s
gross negligence or willful misconduct, (ii) a material breach by such Indemnitee of the express terms of this Agreement or the
other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against any Agent,
the Syndication Agents, the Documentation Agents or the Arrangers in their capacities or in fulfilling their roles as such) and
not involving any act or omission of Parent or any of its Subsidiaries or Affiliates and (y) Parent and the Borrowers shall
not be liable for the legal fees and expenses of more than one law firm at any time for the Indemnitees as a whole (and, if reasonably
deemed necessary by the Indemnitees, one firm of local counsel in each relevant jurisdiction and one firm of special counsel for
each relevant specialty, in each case for the Indemnitees as a whole); provided that, in the case of an actual or perceived
conflict of interest where any Indemnitee affected by such conflict informs Parent of such conflict, Parent and the Borrowers
shall be responsible for the reasonable and documented fees and expenses of one additional firm of counsel for each group of such
affected Indemnitees similarly situated (and if reasonably deemed necessary by such affected Indemnitee, one additional firm of
such local counsel or specialty counsel for each group of such affected Indemnitees similarly situated). This paragraph shall
not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


 


(c)          
To the extent that Parent and the Borrowers fail to indefeasibly pay any amount required to be paid by them under paragraph (a)
or (b) of this Section to any Agent (or any sub-agent thereof), any Swingline Lender or any Related Party of any of the foregoing,
each Lender severally agrees to pay to such Agent (or any such sub-agent), such Swingline Lender or such Related Party, as the
case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified Liability or related expense,
as the case may be, was incurred by or asserted against such Agent (or such sub-agent) or such Swingline Lender in its capacity
as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) or such Swingline
Lender in connection with such capacity. For purposes of this Section, a Lender’s “pro rata share” shall be
determined based upon its share of the sum of the total Revolving Credit Exposures and Unused Commitments at the time (or most
recently outstanding and in effect); provided that, for purposes of this paragraph, the Revolving Credit Exposure of any Lender
that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage
of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.19 of the Swingline Exposures
of Defaulting Lenders in effect at such time, and the Unused Commitment of such Lender shall be determined on the basis of its
Revolving Credit Exposure excluding such excess amount.


 


(d)          
To the extent permitted by applicable law, Parent and the Borrowers shall not assert, and Parent and the Borrowers hereby waive
(and each other Loan Party, by becoming a party to the Second Amendment or the Guarantee Agreement, shall be deemed to not assert
and to waive), any claim against any Lender-Related Person for any Liabilities arising from the use by others of information or
other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information
transmission systems (including the Internet and the Platform), except to the extent that such Liabilities are determined by a
court of competent jurisdiction in a final, non-appealable judgment to have resulted from the willful misconduct or gross negligence
of such Lender-Related Person or the material breach by such Lender-Related Person of the confidentiality provisions of this Agreement
or any of the other Loan Documents.





     


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(e)          
To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives (and each other Loan
Party, by becoming a party to the Second Amendment or the Guarantee Agreement, shall be deemed to not assert and to waive), any
Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds
thereof; provided that this paragraph shall not limit the obligations of the Loan Parties under paragraph (b) of this Section
or any indemnification or expense reimbursement obligations set forth in any other Loan Document, in each case, to indemnify and
hold harmless any Lender-Related Person against any such Liabilities that may be awarded against it.


 


(f)           
All amounts due under this Section shall be payable promptly after written demand therefor.


 


SECTION
9.04.      Successors and Assigns. (a)  The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) neither Parent nor any Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Agent and each Lender (and any attempted assignment or transfer by Parent
or any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section), and, to the extent expressly contemplated hereby, the Arrangers, the
Syndication Agents, the Documentation Agents, the sub-agents of any Agent and the Related Parties of any of the Agents, the Arrangers,
the Syndication Agents, the Documentation Agents and any Lender) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)          
(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time held or owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned)
of:


 


(A)         
Parent; provided that no consent of Parent
shall be required (1) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (2) if an Event of Default
has occurred and is continuing, for any other assignment; provided further that Parent shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after
having received written notice thereof;


 


(B)          
the Administrative Agent; provided that
no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund; and


 


(C)          
each Swingline Lender.


 


(ii)          
Assignments shall be subject to the following additional conditions:


 


(A)        
except in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined
as of the date the





     


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Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not
be less than US$5,000,000 (or (w) in the case of an assignment solely of Loans denominated in Euros, €5,000,000, (x) in the
case of an assignment solely of Loans denominated in Australian Dollars, A$5,000,000, and (y) in the case of an assignment solely
of Loans denominated in Sterling, £5,000,000), unless each of Parent and the Administrative Agent otherwise consents; provided
that no such consent of Parent shall be required if an Event of Default has occurred and is continuing; provided further
that Parent shall be deemed to have consented to any such assignment that would otherwise not comply with the provisions of
this clause (A) unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having
received written notice thereof;


 


(B)         
each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause
(B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations
in respect of one Class of Commitments or Loans;


 


(C)  
        the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or an
agreement incorporating by reference a form of Assignment and Assumption posted on the Platform), together with a processing
and recordation fee of US$3,500, provided that only one such processing and recordation fee shall be payable in the
event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such
Lender;


 


(D)         
the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts
to whom all syndicate-level information (which may contain Private Side Information) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable law, including US Federal and state
and foreign securities laws; and


 


(E)          
there must be no less than two Lenders or one
Lender with its lending office in Australia remaining after giving effect to such assignment.


 


(iii)         
Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date
specified in each Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted
on the Platform) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16,
9.03 and 9.17). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with Section 9.04(c).


 


(iv)         
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the





     


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“Register”). The entries in the Register shall be conclusive absent manifest error, and Parent,
the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by Parent and the Borrowers and, as to entries pertaining to it, any Lender, at any reasonable time and from time
to time upon reasonable prior notice; provided that if Parent or any Borrower requests a copy of the Register, such copy
shall be provided to Parent or such Borrower within two Business Days of such request.


 


(v)          
Upon receipt by the Administrative Agent of an Assignment and Assumption (or an agreement incorporating by reference a form of
Assignment and Assumption posted on the Platform) executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee
referred to in this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption
or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption
lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative
Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt of)
any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation
being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined
by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination
may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in
the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment
and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section
with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption
is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption,
shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.
Upon request of Parent, the Administrative Agent shall provide to Parent a copy of each Assignment and Assumption and Administrative
Questionnaire that shall have been accepted by the Administrative Agent.


 


(c)          
(i)  Any Lender may, without the consent of Parent, any Borrower or the Administrative Agent, sell participations to
one or more Eligible Assignees (“Participants”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations and (C) Parent, the Borrowers, the Agents and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Parent and the Borrowers agree that each Participant shall be entitled to
the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements
under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section; provided that such Participant (x) agrees to be subject to the provisions of Sections 2.17
and 2.18 as if it were an assignee





     


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under paragraph (b) of this Section and (y) shall not be entitled to receive any greater payment
under Section 2.14 or 2.16, with respect to any participation, than its participating Lender would have been entitled to
receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the
Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Parent’s request and
expense, to use reasonable efforts to cooperate with Parent to effectuate the provisions of Section 2.18(b) with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17(c) as though it were
a Lender.


 


(ii)          
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other rights and obligations of such Lender under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,
Loans or its other rights and obligations under this Agreement or any other Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan or other right or obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent
(in its capacity as an Agent) shall have any responsibility for maintaining a Participant Register.


 


(d)          
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central
bank with jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


SECTION
9.05.      Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the Agents, the Arrangers, the Syndication Agents, the
Documentation Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any Loan Document is executed and delivered or any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid (other than contingent indemnity, expense reimbursement and yield protection obligations as to which
no claim has been made) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.05(b),
2.14, 2.15, 2.16, 2.17(e), 2.18, 9.03 and 9.17 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of Commitments
or the termination of this Agreement or any provision hereof.


 


SECTION
9.06.     Counterparts; Integration; Effectiveness; Electronic
Execution. (a)  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate fee letters with respect to fees payable to the Administrative Agent, the Arrangers
or the Lenders constitute the entire





     


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contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof, including the commitments of the
Lenders and, if applicable, their Affiliates under any commitment letter entered in connection herewith (but do not supersede
any other provisions of any such commitment letter or any fee letter entered into in connection with the credit facility provided
for herein that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions
shall remain in full force and effect). This Agreement shall become effective when it shall have been executed by the Administrative
Agent and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, electronic mail
(in .pdf or .tif format) or other electronic imaging shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


(b)          
Delivery of an executed counterpart of a signature page of this Agreement, any other Loan Document and/or any document, amendment,
approval, consent, information, notice (including any notice delivered pursuant to Section 9.01), certificate, request, statement,
disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or
thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by fax, emailed .pdf or
any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually
executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution”,
 “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement,
any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping
of records in any electronic form (including deliveries by fax, emailed .pdf or any other electronic means that reproduces an
image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that nothing herein shall require any Agent to accept Electronic Signatures in any form or format
without its prior written consent and pursuant to procedures approved by it; provided further, without limiting the foregoing,
(i) to the extent any Agent has agreed to accept any Electronic Signature, the Agents and each of the Lenders shall be entitled
to rely on such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification thereof
and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of any
Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting
the generality of the foregoing, each Loan Party hereby (A) agrees that, for all purposes, including, without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agents,
the Lenders and the Loan Parties, Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces
an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document (in each case, including with respect to any signature pages





     


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thereto) shall have the same legal effect, validity
and enforceability as any paper original, (B) agrees that each Agent and each of the Lenders may, at its option, create one or
more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record
in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original
paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal
effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect,
validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of
paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with
respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities or expenses
of any kind arising solely from any Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or
transmissions by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page,
including any Liabilities or expenses of any kind arising as a result of the failure of any Loan Party to use any available security
measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


SECTION
9.07.     Severability. Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


SECTION
9.08.     Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each Affiliate thereof is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at
any time owing by such Lender, or by such an Affiliate, to or for the credit or the account of Parent or any Borrower against
any of and all the obligations then due of Parent or any Borrower existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement and although such obligations of Parent or any Borrower
are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or
obligated on such indebtedness. Each Lender agrees to promptly notify Parent and the Administrative Agent after any such setoff
and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 
The rights of each Lender, and each Affiliate thereof, under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender or Affiliate may have.


 


SECTION
9.09.      Governing Law; Jurisdiction; Consent to Service of
Process. (a)  This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)          
Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United
States District Court of the Southern District of New York and of the Supreme Court of the State of New York sitting in New York
County, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document, or for recognition or enforcement of any judgment, and, subject to the next sentence, each party hereby
irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or any other Loan Document
brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such Federal court
or, in the event such Federal court lacks subject matter jurisdiction, such New York State court. Nothing in this Agreement
or any other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any suit, action or
proceeding arising out of or relating to this Agreement or any other Loan Document against any Non-US Loan Party or its properties
in the courts of in the jurisdiction of organization of such Non-US Loan Party. Each party hereto agrees that a final judgment
in any such suit, 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.  


 


(c)          
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection
that 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 or any other Loan Document in any court referred to in paragraph (b) of this Section. 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 suit, action or proceeding in any such court.





     


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(d)          
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in
any other manner permitted by law.


 


(e)          
Each Non-US Loan Party hereby irrevocably designates, appoints and empowers Amcor US, with an address of 2801 SW 149 Avenue, Suite
350, Miramar, Florida 33027, and Amcor US hereby accepts such designation, appointment and empowerment, as its authorized designee,
appointee and agent (the “Authorized Agent”) to receive, accept and forward for and on its behalf service of
any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding arising out of
or relating to this Agreement or any other Loan Document. Such service may be made by mailing a copy of such process to any such
Loan Party in the care of the Authorized Agent at its address set forth above, and each Non-US Loan Party hereby irrevocably authorizes
and directs the Authorized Agent to accept such service on its behalf. Service of process upon the Authorized Agent shall be deemed,
in every respect, effective service of process upon each such Loan Party.


 


(f)           
In the event any Loan Party or any of its assets has or hereafter acquires, in any jurisdiction in which judicial proceedings
may at any time be commenced with respect to this Agreement or any other Loan Document, any immunity from jurisdiction, legal
proceedings, attachment (whether before or after judgment), execution, judgment or setoff, such Loan Party hereby irrevocably
agrees not to claim and hereby irrevocably and unconditionally waives such immunity.


 


SECTION
9.10.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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.


 


SECTION
9.11.     Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION
9.12.     Confidentiality. (a) Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(i) to its Related Parties, including accountants, legal counsel and other agents and advisors, it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to
keep such Information confidential or be subject to customary confidentiality obligations of employment or professional practice,
(ii) upon the request or demand of any Governmental Authority, semi-governmental authority, self-regulatory authority (such
as the National Association of Insurance Commissioners) or regulatory authority having or purporting to have jurisdiction over
it (in which case such Agent or such Lender shall, (A) except with respect to any audit or examination conducted by bank accountants
or any governmental bank regulatory authority exercising examination or regulatory authority (or any request by such a governmental
bank regulatory authority) and (B) in the case of any request or demand of any self-regulatory authority, to the extent reasonably
practicable, (1) promptly notify Parent of (and, to the extent reasonably practicable in light of the nature of the request, in
advance of) such disclosure to the extent permitted by law and (2) so furnish only that portion of such information





     


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that such
Agent or such Lender reasonably believes it is legally required to disclose), (iii) in any legal, judicial or administrative
proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case such Agent or
such Lender shall (x) promptly notify Parent of (and, to the extent reasonably practicable in light of the nature of the
request, in advance of) such disclosure to the extent permitted by law and (y) so furnish only that portion of such information
that such Agent or such Lender reasonably believes it is legally required to disclose), (iv) to any other party to this Agreement,
(v) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject
to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (x) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement
or (y) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction, or any actual
or prospective credit insurance provider (or its Related Parties), relating to any of Parent or the Borrowers and their obligations
hereunder, (vii) with the consent of Parent, (viii) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to any Agent, any Lender or any Affiliate
of any of the foregoing on a nonconfidential basis from a source other than Parent or a Borrower or (ix) solely with respect to
Information about this Agreement or any other Loan Document, to market data collectors, as such Information is routinely provided
by arrangers to data service providers, including league table providers, that serve the lending industry. For purposes of this
Section, “Information” means all information received from Parent or any Borrower relating to Parent, any Subsidiary
or their businesses, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior
to disclosure by Parent or any Borrower. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


(b)
          Each of the Applicable Agent and each Loan Party agrees to keep each
Swingline COF Rate and each COF Rate confidential and not to disclose it to any other Person, and each Loan Party further
agrees to cause its subsidiaries not to disclose any Swingline COF Rate or COF Rate to any other Person, except that (i) in
the event a Swingline Borrowing that is subject to clause (D) or (E) of Section Error! Reference source not found., the
Applicable Agent shall promptly disclose the Swingline COF Rate or the COF Rate, as the case may be, of each relevant Lender,
as communicated by such Lender to the Applicable Agent, to Parent, and (ii) each of the Applicable Agent and each Loan Party
may disclose any Swingline COF Rate or COF Rate, as the case may be, (A) to any of its Affiliates and any of its or their
respective Related Parties or auditors, provided that any such Person to whom such Swingline COF Rate or COF Rate is to be
disclosed is informed in writing of its confidential nature and that it may be price-sensitive information, provided,
however, that there shall be no requirement to so inform such Person if, in the opinion of the disclosing party, it is not
practicable to do so under the circumstances, (B) to any Person to whom information is required to be disclosed in connection
with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes
if the Person to whom such Swingline COF Rate or COF Rate is to be disclosed is informed in writing of its
confidential nature and that it may be price-sensitive information, provided, however, that there shall be no requirement to
so inform such Person if, in the opinion of the disclosing party, it is not practicable to do so under the circumstances or
(C) to the extent required by applicable law or by any subpoena or similar legal process. The Applicable Agent and each Loan
Party agrees to, and each Loan Party shall cause its subsidiaries to, (to the extent permitted by law) (x) inform each
relevant Lender of the circumstances of any disclosure made pursuant to this Section 9.12(b) and (y) notify each relevant
Lender upon becoming aware that any information has been disclosed in breach of this Section 9.12(b). No Default or Event of
Default shall arise under clause (e) of Article VII solely by reason of the failure of any Loan Party or any of its
subsidiaries to comply with this Section 9.12(b).





     


    98 


    



SECTION
9.13.     Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts
that are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by
the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest
and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but
not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date
of repayment, shall have been received by such Lender.


 


SECTION
9.14.     “Know Your Customer” Notices. Each
Lender and each Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that, pursuant to the requirements
of the USA PATRIOT Act and the Anti-Money Laundering and Counter-Terrorism Financing Rules promulgated under the Anti-Money Laundering
and Counter-Terrorism Financing Act 2006 (Cth), it is required to obtain, verify and record information that identifies such Loan
Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or
such Agent, as applicable, to identify such Loan Party in accordance with such Act and Rules.


 


SECTION
9.15.     No Fiduciary Relationship. Each of Parent and the
Borrowers, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the transactions contemplated
hereby and any communications in connection therewith, Parent, the Borrowers and their Affiliates, on the one hand, and the Agents,
the Arrangers, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Agents, the Arrangers, the Lenders or their Affiliates, and no
such duty will be deemed to have arisen in connection with any such transactions or communications. The Agents, the Arrangers,
the Lenders and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions
that involve interests that differ from those of Parent, the Borrowers and their Affiliates, and none of the Agents, the Arrangers,
the Lenders or their Affiliates has any obligation to disclose any of such interests to Parent, the Borrowers or any of their
Affiliates. To the fullest extent permitted by law, each of Parent and the Borrowers hereby agrees not to assert any claims that
it or any of its Affiliates may have against the Agents, the Arrangers, the Lenders and their Affiliates with respect to any breach
or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


SECTION
9.16.      Non-Public Information. (a)  Each Lender
acknowledges that all information, including requests for waivers and amendments, furnished by Parent, any Borrower or any Agent
pursuant to or in connection with, or in the course of administering, this Agreement, will be syndicate-level information, which
may contain Private Side Information. Each Lender represents to Parent, the Borrowers and the Agents that (i) it has developed
compliance procedures regarding the use of Private Side Information and that it will handle Private Side Information in accordance
with such procedures and applicable law, including Unites States Federal and state and foreign securities laws, and (ii) it
has identified in its Administrative Questionnaire a credit contact who may receive information that may contain Private Side
Information in accordance with its compliance procedures and applicable law, including United States federal and state and foreign
securities laws.


 


(b)          
Parent, the Borrowers and each Lender acknowledge that, if information furnished by Parent or any Borrower pursuant to or in connection
with this Agreement is being distributed by any Agent through Debt Domain, IntraLinksTM, SyndTrak or any other electronic
platform chosen by such Agent to be its electronic transmission system (the “Platform”), (i) the Agents
may post any information that Parent has indicated as containing Private Side Information solely on that portion of the Platform
as is




     


    99 


    



designated for Private Side Lender Representatives and (ii) if Parent has not indicated whether any information furnished
by it pursuant to or in connection with this Agreement contains Private Side Information, each Agent reserves the right to post
such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. Parent agrees
to clearly designate all information provided to the Agents by or on behalf of Parent or any Borrower that is suitable to be made
available to Public Side Lender Representatives, and each Agent shall be entitled to rely on any such designation by Parent without
liability or responsibility for the independent verification thereof. In the event that any Lender has determined for itself to
not access any information disclosed through the Platform or otherwise, such Lender acknowledges that (A) other Lenders may have
availed themselves of such information and (B) none of Parent, any Borrower, any Agent or any other Titled Person has any responsibility
for such Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement.


 


SECTION
9.17.     Conversion of Currencies. (a)  If, for
the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on which final judgment is given.


 


(b)          
The obligations of each of Parent and the Borrowers in respect of any sum due to any party hereto or any party to any other Loan
Document or any holder of the obligations owing hereunder or under any other Loan Document (the “Applicable Creditor”)
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which
such sum is stated to be due hereunder or under such other Loan Document (the “Agreement Currency”), be discharged
only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in
the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally
due to the Applicable Creditor in the Agreement Currency, Parent and such Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Applicable Creditor against such loss.


 


SECTION
9.18.     Additional Subsidiary Guarantees; Release of Subsidiary
Guarantors. (a)  Parent may (but, except as provided in Section 5.03, is not required to), at any time upon
prior written notice to the Administrative Agent, cause any of its wholly-owned Subsidiaries to become a Subsidiary Guarantor
by causing such Subsidiary to execute and deliver to the Administrative Agent a supplement to the Guarantee Agreement in the form
specified therein, together with, to the extent requested by the Administrative Agent, documents and opinions of the type referred
to in Sections 4.01(b), 4.01(c), 4.01(f), 4.02(b) and 4.02(c) of the Original Credit Agreement with respect to such Subsidiary.


 


(b)          
In the event that (i) all of the capital stock of a Subsidiary Guarantor (other than a Borrower) that is owned by Parent and the
Subsidiaries is sold or otherwise disposed of in a transaction or transactions permitted by Section 6.03, (ii) in the case
of any Subsidiary Guarantor that shall have become such solely pursuant to Section 9.18(a), immediately after giving effect
to such release (and assuming that all of the Financial Indebtedness of such Subsidiary Guarantor outstanding on the date of the
effectiveness of such release has been incurred by such Subsidiary Guarantor on such date), all of the Financial Indebtedness
of the Subsidiaries shall be permitted under Section 6.03 or (iii) in the case of any Subsidiary Guarantor that shall have
become such pursuant to Section 5.03, such Subsidiary Guarantor (if it were not already a party to the Guarantee Agreement)
would no longer be required, pursuant to Section 5.03, to become a Subsidiary Guarantor, then, in each case, promptly following
Parent’s request and so long as no Event of Default has occurred and is continuing or would result after giving effect to
such release, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to Parent,
at Parent’s expense, a release of such Subsidiary Guarantor from its obligations under the Guarantee




     


    100 


    




Agreement. In connection
with any release pursuant to this Section, the Administrative Agent may request that Parent deliver to it a certificate of a Financial
Officer of Parent to the effect that the requirements to such release set forth in this paragraph have been satisfied, and the
Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate.
Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative
Agent.


 


SECTION
9.19.     Acknowledgement and Consent to Bail-In of Affected
Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement
or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution
arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)          
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)           
a reduction in full or in part or cancellation of any such liability;


 


(ii)          
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)         
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


[Signature
pages follow]




     


     


    


EXHIBIT A


 


[FORM OF] ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and
between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall
have the meanings given to them in the Facility Agreement identified below, receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Facility Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations
in its capacity as a Lender under the Facility Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the credit facility provided for under the Facility Agreement (including any Swingline Loans included in, and any
Guarantees made pursuant to, such credit facility) and (b) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Facility Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity, related to the rights and obligations
sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above
being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.


 


		1. 	Assignor: 	 	                                                                                                                               



 


		2. 	Assignee:	                                                                                                                                      
	 	 	[and is [a Lender] / [[an Affiliate] / [Approved Fund] of [Identify Lender]]]1



 


3. Borrowers: Amcor Pty Ltd, Amcor
Finance (USA), Inc., Amcor UK Finance plc and Amcor Flexibles North America, Inc.


 


4. Administrative Agent: JPMorgan
Chase Bank, N.A.


 


 



		1	Select as applicable.




     


     


    


5. Facility
Agreement: The Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor
Pty Ltd (ACN 000 017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America,
Inc. (f/k/a/ Bemis Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign
Administrative Agent.


 


6. Assigned
Interest:


 


	 	 	Aggregate Amount of 

Commitments/ Loans of 

the applicable Class for 

all Lenders	 	Amount of 

Commitments/ Loans of 

the applicable Class 

Assigned2	 	Percentage Assigned 

of Commitments/ 

Loans of the 

applicable Class for 

all Lenders3
	Commitments/ Loans	 	$/€/A$/£	 	$/€/A$/£	 	%



 


Effective Date:                 
   , 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER
IN THE REGISTER THEREFOR].


 


The Assignee, if not already a Lender,
has delivered, or delivers herewith, to the Administrative Agent an Administrative Questionnaire in which the Assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain Private Side Information) will be made available
and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including
US Federal and state and foreign securities laws.


 


This Assignment and Assumption shall be
ineffective if, after giving effect hereto, (a) there are fewer than two Lenders under the Facility Agreement or (b) no Lender
under the Facility Agreement has a lending office in Australia.


 


 



2       
  Must comply with Section 9.04(b)(ii) of the Facility Agreement.


3       
  Set forth, to at least 9 decimals,
as a percentage of the Commitments/ Loans of the applicable Class for all Lenders.



    A-2


     


    


	The terms set forth above are hereby	 	[Consented to and]5 Accepted:	 
	agreed to:	 	 	 	 
	 	 	 	JPMORGAN CHASE BANK, N.A., as	 
	______________, as Assignor,	 	Administrative Agent,	 
	 	 	 	 	 	 
	by	 	 	by	 	 
	 	 	 	 	 	 
	 	Name:	 	 	Name:	 
	 	Title:	 	 	Title:	 
	 	 	 	 	 	 
	______________, as Assignee,4	 	[Consented to:	 
	 	 	 	 	 	 
	by	 	 	AMCOR PLC,	 
	 	 	 	 	 	 
	 	Name:	 	by	 	 
	 	Title:	 	 	 	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	]6
	 	 	 	 	 	 
	 	 	 	Consented to:	 
	 	 	 	 	 	 
	 	 	 	[          ], as Swingline Lender,	 
	 	 	 	 	 	 
	 	 	 	by	 	 
	 	 	 	 	 	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 




 


 



4          The Assignee must deliver
to the Borrowers and the Administrative Agent all applicable Tax forms required to be delivered by it under Section 2.16(f) of
the Facility Agreement.


5          No consent of the Administrative
Agent is required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.


6          No consent of Parent is required
(a) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (b) if an Event of Default has occurred and
is continuing, for any other assignment.




    A-3


     


    

ANNEX 1 TO

ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.         Representations
and Warranties.


 


1.1.      Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Facility Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Facility Agreement or any other Loan Document, (iii) the financial condition
of Parent, the Borrowers, any of the other Subsidiaries or other Affiliates of the foregoing or any other Person obligated in respect
of the Facility Agreement or any other Loan Document, (iv) any requirements under applicable law for the Assignee to become a Lender
under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance
by Parent, the Borrowers, any of the other Subsidiaries or other Affiliates of the foregoing or any other Person of any of their
respective obligations under the Facility Agreement or any other Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the
Facility Agreement, (ii) it satisfies the requirements specified in the Credit Agreement and under applicable law, (iii) from
and after the Assignment Effective Date, it shall be bound by the provisions of the Facility Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Facility Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest independently and without reliance
on any Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, (vi) if it is a US Person,
attached hereto is an executed original of IRS Form W-9 certifying that it is exempt from US backup withholding tax and (vii)
if it is a Foreign Lender that is not a US Person, attached hereto is any documentation required to be delivered by it pursuant
to the terms of the Facility Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,



    A-4


     


    

independently and without reliance
upon any Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Facility Agreement or any other Loan Document, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Facility Agreement or any other Loan Document are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Agents shall make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective
Date.


 


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different
parties hereto on different counterparts), which together shall constitute one instrument. Acceptance and adoption of the terms
of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart
of a signature page of this Assignment and Assumption by the Platform shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the laws
of the State of New York.



    A-5


     


    

EXHIBIT B


 





[FORM OF] BORROWING REQUEST


 


JPMorgan Chase Bank, N.A.


as Administrative Agent


Loan and Agency Services Group 


500 Stanton Christiana Road


Ops 2, 3rd Floor


Newark, DE 19713


Attention: Lauren Mayer


Fax No. (302) 634-1417


E-mail: lauren.mayer@jpmorgan.com;


12012443629@tlsprod.com


 


With a copy to:/and


 


JPMorgan Chase Bank, N.A.


as Administrative Agent


383 Madison Avenue


New York, NY 10179


Attention: Demetrius Dixon

E-mail: demetrius.dixon@chase.com


 


[Date]


 


Ladies and Gentlemen:


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a/ Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


This notice constitutes
a Borrowing Request and the [Borrower specified below] [Parent on behalf of the Borrower specified below] hereby gives you notice,
pursuant to Section [2.03]1 [2.04]
2 of the Facility Agreement, that
it requests a Borrowing under the Facility Agreement, and in connection therewith specifies the following information with respect
to such Borrowing:


 


 



1 Section reference
for a Borrowing Request for a Revolving Borrowing.


2 Section reference
for a Borrowing Request for a Swingline Borrowing.


 



     


     


    

 


		(A)	Name of Borrower: [Amcor Pty Ltd] [Amcor Finance (USA), Inc.] [Amcor UK Finance plc] [Amcor Flexibles North America,
Inc.]3



 


		(B)	Class of Borrowing:4 ____________________



 


		(C)	Currency and aggregate principal amount of Borrowing:5


[$][€][A$][£]____________________



 


		(D)	Date of Borrowing (which is a Business Day): ________________



 


		(E)	Type of Borrowing:6 _____________________________________



 


		(F)	Interest Period and the last day thereof:7
______________________



 


		(G)	Information relating to the applicable Borrower’s account to which proceeds of the requested
Borrowing are to be disbursed:



 


	Recipient Bank:	 	Correspondent Bank:8
	Bank Name: [          ]
  Bank Address: [          ]
  Bank SWIFT Code: [          ]
  [Bank ABA Number, if applicable: [          ]]9
  Account No.: [          ]
  [Account Name: [          ]]10
  Beneficiary Customer: [          ]
 	 	Bank Name: [          ]
  Bank Address: [          ]
  [Bank ABA Number: [          ]]11
  Bank SWIFT Code: [          ]
 



 


 



3          Specify a
single Borrower.


4          Specify Revolving
Borrowing, Australian Dollar Swingline Borrowing or Euro Swingline Borrowing.


5          Must comply
with Section 2.02(b) and 2.02(c) of the Facility Agreement. If no currency is specified with respect to any requested Revolving
Borrowing, then the applicable Borrower (or Parent on its behalf) shall be deemed to have selected US Dollars.


6          In the case
of a Revolving Borrowing, specify LIBOR Revolving Borrowing, EURIBOR Revolving Borrowing, BBR Revolving Borrowing or ABR Revolving
Borrowing. In the case of an Australian Dollar Swingline Borrowing, specify AUD Overnight Rate Borrowing, and in the case of an
Euro Swingline Borrowing, specify Euro Overnight Rate Borrowing. If no election as to the Type of Revolving Borrowing is specified,
then the requested Revolving Borrowing shall be (A) in the case of a Revolving Borrowing denominated in US Dollars, an ABR Revolving
Borrowing, (B) in the case of Revolving Borrowing denominated in Euros, a EURIBOR Revolving Borrowing, (C) in the case of a Revolving
Borrowing denominated in Australian Dollars, a BBR Revolving Borrowing and (D) in the case of a Revolving Borrowing denominated
in Sterling, a LIBOR Revolving Borrowing.


7          Applicable
to a Eurocurrency Revolving Borrowing only. Shall be subject to the definition of “Interest Period” and can be a period
of one, two (other than in the case of a LIBOR Revolving Borrowing or a EURIBOR Revolving Borrowing), three or six months (or,
if agreed to by each Lender participating therein, twelve months (other than in the case of a BBR Revolving Borrowing)). If no
Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then the applicable Borrower shall
be deemed to have selected an Interest Period of one month’s duration.


8          If applicable.


9          Include for
a Borrowing in US Dollars only.


10        Include
for a Borrowing in US Dollars only.


11        Include
for a Borrowing in US Dollars only.



    B-2


     


    


[For confirmation or
additional information relating to this Borrowing Request, please contact [ ] at [ ]12.]13


 


[The Borrower specified
above] [Parent] hereby certifies that the conditions specified in Sections 4.03(a) and 4.03(b) of the Facility Agreement shall
be satisfied on the date of the Borrowing requested hereby and that, after giving effect to the Borrowing requested hereby, the
Aggregate Revolving Credit Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount
of any such component) specified in Section 2.01 or 2.04(a), as applicable, of the Facility Agreement.


 


[Signature Page Follows]


 


 



12          Include name
and telephone number for designated Financial Officer or authorized employee to confirm and provide any additional information
relating to this Borrowing Request as the Foreign Administrative Agent may reasonably require in order to give effect hereto.


13          Include for
any Borrowing Request addressed to the Foreign Administrative Agent.



    B-3


     


    


	 	Very truly yours,
	 	 
	 	[AMCOR PTY LTD] [AMCOR FINANCE (USA), INC.] [AMCOR UK FINANCE PLC] [AMCOR PLC] [AMCOR FLEXIBLES NORTH AMERICA, INC.]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





    B-4


     


    

EXHIBIT C


 


[FORM OF] COMPLIANCE CERTIFICATE


 


[The form of this Compliance Certificate
has been prepared for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the
Facility Agreement referred to below. The obligations of Parent and the Borrowers under the Facility Agreement are as set forth
in the Facility Agreement, and nothing in this Compliance Certificate, or the form hereof, shall modify such obligations or constitute
a waiver of compliance therewith in accordance with the terms of the Facility Agreement. In the event of any conflict between the
terms of this Compliance Certificate and the terms of the Facility Agreement, the terms of the Facility Agreement shall govern
and control, and the terms of this Compliance Certificate are to be modified accordingly.]


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Each capitalized term used but not defined herein shall have the meaning specified in the Facility Agreement.


 


The undersigned hereby
certifies, in his official capacity as a Financial Officer of Parent and not in a personal capacity, as follows:


 


1. I am a Financial
Officer of the Parent.


 


[2. [Attached as Schedule
I hereto are the][The] audited Consolidated Financial Statements required by Section 5.01(a)(i) of the Facility Agreement as of
the end of and for the fiscal year ended [     ], setting forth in each case in comparative form the figures
for the prior fiscal year, all audited by and accompanied by the audit opinion thereon of [PricewaterhouseCoopers AG] required
by Section 5.01(a) of the Facility Agreement [have been made available on the website of [Parent at http://www.amcor.com] [the
SEC at http://www.sec.gov]].]1


 


[or]


 


[2. [Attached as Schedule
I hereto are the][The] Consolidated Financial Statements required by Section 5.01(b) of the Facility Agreement as of the end of
and for the fiscal quarter of Parent ended [     ], setting forth in each case in comparative form the
figures for the corresponding period of the prior fiscal year, all prepared in accordance with US GAAP (subject to the absence
of footnotes and normal year-end audit adjustments) [have been


 


 



1          If any Loan
Party is at any time required by law in its place of incorporation, organization or formation, as applicable, to prepare annual
financial statements, within 120 days after the end of each fiscal year of such Loan Party, copies of such financial statements
are to be provided under Section 5.01(a)(ii) of the Facility Agreement.



     


     


    


made available on the
website of [Parent at http://www.amcor.com] [the SEC at http://www.sec.gov]]. Such financial statements present
fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated
Subsidiaries as of the end of and for such fiscal quarter and for the portion of the fiscal year then ended on a consolidated
basis.]


 


3. As of the date hereof,
(a) no Default has occurred, except as set forth in a separate attachment, if any, to this Certificate, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, and (b) there has been no change in US
GAAP or in the application thereof since the date of the [attached][above-referenced] consolidated balance sheet of Parent
that has had, or could have, a significant effect on the calculation of the Leverage Ratio, except as set forth in a separate attachment,
if any, to this Certificate, specifying the nature of such change and the effect thereof on such calculation.


 


4. [The aggregate principal
amount of all Financial Indebtedness outstanding under clause (d) of Section 6.01 of the Facility Agreement as at the date of the
[attached][above-referenced] consolidated balance sheet of Parent (the “Financial Statement Date”) was equal
to [    ]% of the Total Tangible Assets as at such date.]


 


5. Annex A hereto sets
forth the calculations demonstrating compliance by Parent and the Borrowers with the covenant set forth in Section 6.05 of the
Facility Agreement as of the Financial Statement Date. Any pro forma adjustment made in connection therewith as contemplated by
the definition of the term EBITDA, if any, are set forth in reasonable detail on Annex A hereto.


 


The foregoing certifications
are made and delivered on [                        ], pursuant to Section 5.01(c) of the Facility Agreement.


 





	 	AMCOR PLC
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 





    C-2


     


    

ANNEX A TO


COMPLIANCE CERTIFICATE


 


FOR THE [FISCAL YEAR] [FISCAL QUARTER] ENDED
[mm/dd/yy].


 


[Set forth reasonably detailed calculation
(consistent with the detail provided

under the Credit Agreement historically) of the Leverage Ratio as of the Financial Statement Date and demonstrating compliance
with Section 6.05 of the Facility Agreement as of the Financial Statement Date

(and, in the event any pro forma adjustment shall have been made as contemplated by the definition of the term EBITDA, set forth
in reasonable detail the calculation of such pro forma adjustments).]



    C-3


     


    

EXHIBIT D


 


[FORM OF] INTEREST ELECTION REQUEST


 


JPMorgan Chase Bank, N.A.


    as Administrative Agent


Loan and Agency Services Group


500 Stanton Christiana Road


Ops 2, 3rd Floor


Newark, DE 19713


Attention: Lauren Mayer


Fax No. (302) 634-1417 


E-mail: lauren.mayer@jpmorgan.com;


12012443629@tlsprod.com


 


[With a copy to:]/[and]


 


JPMorgan Chase Bank, N.A.


    as Administrative Agent


383 Madison Avenue 


New York, NY 10179 


Attention: Demetrius Dixon

E-mail: demetrius.dixon@chase.com


 


[Date]


 


Ladies and Gentlemen:


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


This notice constitutes
an Interest Election Request and the undersigned [on behalf of [Amcor Finance (USA), Inc.] [Amcor UK Finance plc] [Amcor Pty Ltd]
[Amcor Flexibles North America, Inc.]] hereby gives you notice, pursuant to Section 2.06 of the Facility Agreement, that it requests
the conversion or continuation of a Revolving Borrowing under the Facility Agreement, and in that connection specifies the following
information with respect to such Revolving Borrowing and each resulting Revolving Borrowing:


 


1.       Revolving
Borrowing to which this request applies:


 Principal Amount and Currency: 



     


     


    


_______________________________

Type:


 


______________________________

Interest Period1: 


 


_______________________________


 


2.       Effective date of this election2: 


 


 _______________________________


 


3.       Resulting
Revolving Borrowing[s]3:


 Principal Amount4: 


 


 _______________________________

  Type5: 


 


 ______________________________

  Interest Period6: 


 


_______________________________


 


[For confirmation or
additional information relating to this Interest Election Request, please contact [ ] at [ ]7.]8


 


	 	Very truly yours,




 

 



1          In the case of a Eurocurrency
Revolving Borrowing, specify the last day of the current Interest Period therefor.


2          Must be a Business Day.


3          If different options are being
elected with respect to different portions of the Revolving Borrowing to which this Interest Election Request applies, provide
the information required by this item 3 for each resulting Revolving Borrowing. Each resulting Revolving Borrowing shall be in
an aggregate amount that is an integral multiple of, and not less than, the amount specified for a Revolving Borrowing of such
Type in Section 2.02(c) of the Facility Agreement.


4          Indicate the principal amount
of the resulting Revolving Borrowing.


5          Must comply with Section 2.02(b)
of the Facility Agreement.


6          Applicable only if the resulting
Revolving Borrowing is to be a Eurocurrency Revolving Borrowing. Shall be subject to the definition of “Interest Period”
and can be a period of one, two (other than in the case of a resulting LIBOR Revolving Borrowing or a resulting EURIBOR Revolving
Borrowing), three or six months (or, if agreed to by each Lender participating therein, twelve months (other than in the case
of a resulting BBR Revolving Borrowing)). May not extend beyond the Maturity Date.


7          Include name and telephone number
for designated Financial Officer or authorized employee to confirm and provide any additional information relating to this Interest
Election Request as the Foreign Administrative Agent may reasonably require in order to give effect hereto.


8          Include for any Interest Election
Request addressed to the Foreign Administrative Agent.



    D-2


     


    


	 	[AMCOR PTY LTD] [AMCOR FINANCE (USA), INC.] [AMCOR UK FINANCE PLC] [AMCOR FLEXIBLES NORTH AMERICA, INC.] [AMCOR PLC]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    D-3


     


    

EXHIBIT E-1


 


[Form of] U.S. TAX
CERTIFICATE For Non-U.S. Lenders That Are 

Not Partnerships For U.S. Federal Income Tax Purposes


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


Pursuant to the provisions
of Section 2.16 of the Facility Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(b) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a “10
percent shareholder” of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code and (d) it
is not a “controlled foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished
the Administrative Agent and Parent with an executed original copy of a certificate of its non-U.S. Person status on IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (a) if the information
provided on this certificate changes, the undersigned shall promptly so inform Parent and the Administrative Agent and (b) the
undersigned shall have at all times furnished Parent and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two calendar
years preceding any such payment.


 


	 	[NAME OF LENDER],
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date: __________ ___, 20[   ]





     


     


    





EXHIBIT E-2


 


[FORM OF] U.S. TAX
CERTIFICATE For NON-U.S. Participants That Are 

Not Partnerships For U.S. Federal Income Tax Purposes


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


Pursuant to the provisions
of Section 2.16 of the Facility Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (b) it is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a “10 percent shareholder” of any of the Borrowers
within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a “controlled foreign corporation”
related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with an executed original copy of a certificate of its non-U.S. Person status on IRS Form W-8BEN
or IRS Form W-8BENE-E, as applicable. By executing this certificate, the undersigned agrees that (i) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (ii) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment.


 


	 	[NAME OF LENDER],
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date: _________ ____, 20[   ]




     


     


    

EXHIBIT E-3


 


[FORM OF] U.S. TAX
CERTIFICATE For NON-U.S. Participants That Are 

Partnerships For U.S. Federal Income Tax Purposes


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


Pursuant to the provisions
of Section 2.16 of the Facility Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the
participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole
beneficial owners of such participation, (c) with respect to such participation, neither the undersigned nor any of its direct
or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect
partners/members is a “10 percent shareholder” of any of the Borrowers within the meaning of Section 881(c)(3)(B)
of the Code and (e) none of its direct or indirect partners/members is a “controlled foreign corporation” related
to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with an executed original copy IRS Form W-8IMY accompanied by one of the following forms from each
of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form W-8BENE-E, as applicable,
(b) an IRS Form W-8ECI or (c) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each
of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of the two
calendar years preceding any such payment.



     


     


    



	 	[NAME OF LENDER],
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date: _________ ____, 20[   ]





    H-3-2


     


    


EXHIBIT E-4


 


[Form
of] U.S. TAX CERTIFICATE For Non-U.S. Lenders That Are 

Partnerships For U.S. Federal Income Tax Purposes


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


Pursuant to the provisions
of Section 2.16 of the Facility Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the
Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing
such Loan(s)), (c) with respect to the extension of credit pursuant to the Facility Agreement or any other Loan Document,
neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to
a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of
the Code, (d) none of its direct or indirect partners/members is a “10 percent shareholder” of any of the Borrowers
within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a “controlled
foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and Parent with an executed original copy of IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, (b) an IRS Form W-8ECI or (c) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned
shall promptly so inform Parent and the Administrative Agent and (b) the undersigned shall have at all times furnished Parent
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
any payment is to be made to the undersigned, or in either of the two calendar years preceding any such payment.



     


     


    

	 	[NAME OF LENDER],
	 	 	 
	 	by	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date: _________ ____, 20[   ]




    E-4-2


     


    

EXHIBIT F


 


[FORM OF] MATURITY DATE EXTENSION REQUEST


 


JPMorgan Chase Bank, N.A.


    as Administrative Agent


Loan and Agency Services Group


500 Stanton Christiana Road 


Ops 2, 3rd Floor


Newark, DE 19713


Attention: Lauren Mayer


Fax No. (302) 634-1417


E-mail: lauren.mayer@jpmorgan.com;


12012443629@tlsprod.com




 


With a copy to:


 


JPMorgan Chase Bank, N.A. 


    as Administrative Agent


383 Madison Avenue


New York, NY 10179


Attention: Demetrius Dixon

E-mail: demetrius.dixon@chase.com


 


[Date]


 


Ladies and Gentlemen:


 


Reference is made to
the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Facility Agreement”), among Amcor plc, Amcor Pty Ltd (ACN 000
017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North America, Inc. (f/k/a Bemis
Company, Inc.), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Foreign Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Facility Agreement.


 


In accordance with Section 2.08(b) of the
Facility Agreement, Parent hereby requests an extension of the Maturity Date from [      ] to [     ].1


 


[Signature Pages Follow]


 


 



1          Shall be the first anniversary
of the Maturity Date heretofore in effect.



     


     


    



	 	Very truly yours,
	 	 
	 	AMCOR PLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







    F-2


     


    





EXHIBIT G


 


[ForM
OF] FOREIGN ADMINISTRATIVE agent designation notice


 


		To:	JPMORGAN CHASE BANK. N.A., as Administrative Agent






Floor 03, Ops 2


500 Stanton Christiana Road


Newark, Delaware 19713


Attn: Lauren Mayer


Fax: (302) 634-1417


E-mail: lauren.mayer@jpmorgan.com;


 12012443629@tlsprod.com


 


		Cc:	Parent and Lenders as defined in the Facility Agreement
referred to below



 


		From:	JPMORGAN CHASE BANK. N.A., as Foreign Administrative
Agent






Loan and Agency Services Group


500 Stanton Christiana Road


Newark, Delaware 19713


(the “Designating
Foreign Administrative Agent”), and


 


[SUBSTITUTE FOREIGN ADMINISTRATIVE AGENT]


_____________________________


_____________________________


_____________________________


(the “Substitute Foreign Administrative
Agent”)


 


Dated: _____________


 


Reference is made to
the Five-Year Syndicated Facility Agreement, dated as of April 30, 2019 (the “Facility Agreement”) among Amcor
plc, Amcor Pty Ltd (ACN 000 017 372) (f/k/a/ Amcor Limited), Amcor Finance (USA), Inc., Amcor UK Finance plc, Amcor Flexibles North
America, Inc. (f/k/a Bemis Company, Inc.), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and
Foreign Administrative Agent. Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have
the meanings given to them in the Facility Agreement.


 


Article VIII of the
Facility Agreement provides that the Designating Foreign Administrative Agent may at any time and from time to time, by written
notice to the Administrative Agent, the Lenders and Parent, nominate an Affiliate of the Designating Foreign Administrative Agent
to act as a successor agent for the Lenders. Pursuant to Article VIII of the Facility Agreement, the Designating Foreign Administrative
Agent and the Substitute Foreign Administrative Agent agree to and hereby give you notice of the following:


 


1.       The
Substitute Foreign Administrative Agent is an Affiliate of the Designating Foreign Administrative Agent.



     


     


    


2.       The
Designating Foreign Administrative Agent hereby nominates the Substitute Foreign Administrative Agent to be the Foreign Administrative
Agent under the Facility Agreement and the other Loan Documents, and the Substitute Foreign Administrative Agent hereby agrees,
for the benefit of the Designating Foreign Administrative Agent, the Administrative Agent, Parent, the Borrowers and the Lenders,
that it will be bound as the Foreign Administrative Agent under the Facility Agreement and the other Loan Documents.


 


3.       With
respect to Section 9.01(a)(ii) of the Facility Agreement, the address for notices for the Foreign Administrative Agent shall be
the address for the Substitute Foreign Administrative Agent appearing below its name above.


 





	 	JPMORGAN CHASE BANK N.A., as
	 	Designating Foreign Administrative
    Agent



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	[____________________________],
    as
	 	Substitute Foreign Administrative
    Agent



 


	 	By:	 
	 	Name:	 
	 	Title:	 







    G-2