Exhibit 4.2 


 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


Berry Global, Inc.

and the Guarantors party hereto,

  


and


Citigroup Global Markets Inc.


Goldman Sachs & Co. LLC 


Wells Fargo Securities, LLC,


as representatives of the Initial Purchasers


 


Dated as of March 4, 2021


 






     


     


    

 


Registration
Rights Agreement


 


This Registration Rights Agreement (this
 “Agreement”) is made and entered into as of March 4, 2021, by and among Berry Global, Inc., a Delaware corporation
(the “Issuer”), Berry Global Group, Inc., a Delaware corporation (the “Parent Guarantor”),
certain subsidiaries of the Issuer listed on Annex A of the Purchase Agreement (the “Subsidiary Guarantors”,
and together with the Parent Guarantor, the “Guarantors”) and Citigroup Global Markets Inc., Goldman Sachs &
Co. LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers (collectively, the “Representatives”),
each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), an aggregate principal amount of $775,000,000
of the 1.57% First Priority Senior Secured Notes due 2026 (the “New Notes”) issued by the Issuer. The Issuer’s
obligation under the New Notes will be fully and unconditionally guaranteed (the “New Guarantees”) by (i) the
Subsidiary Guarantors on a first priority senior secured basis and (ii) the Parent on a senior unsecured basis. The New Notes and
the New Guarantees are herein collectively referred to as the “New Securities.” The Issuer previously issued
and sold $750,000,000 aggregate principal amount of the 1.57% First Priority Senior Secured Notes due 2026 (the “Original
Notes”) under the Indenture (as defined below) on the Original Notes Closing Date (as defined below). The Original Notes
were guaranteed (the “Original Guarantees”, and together with the Original Notes, the “Original Securities”)
on a senior basis by the guarantors listed in the purchase agreement relating to the Original Notes. The New Notes constitute an
issuance of “Additional Securities” (as defined in the Indenture) under the Indenture.


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of February 26, 2021 (as amended, modified or supplemented, the “Purchase Agreement”), among
the Issuer, the Guarantors and the Representatives, for (i) the benefit of the Initial Purchasers and (ii) the benefit of the holders
from time to time of the New Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase
the New Securities, the Issuer had agreed to cause the Guarantors to provide the registration rights set forth in this Agreement.
The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h)
of the Purchase Agreement.


 


The parties hereby agree as follows:


 


SECTION 1.     
Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:


 


Additional Interest Payment Date: With
respect to the New Securities, each Interest Payment Date.


 


Advice: As defined in Section 6(c)
hereof.


 


Broker-Dealer: Any broker or dealer
registered under the Exchange Act.


 


Business Day: Any day other than
a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York
are authorized or obligated to be closed.


 






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Commission: The U.S. Securities and
Exchange Commission.


 


Consummate: A registered Exchange
Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness
under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange
Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuer to the
Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
New Securities that were validly tendered by Holders thereof pursuant to the Exchange Offer.


 


Delay Period: As defined in Section
6(c) hereof.


 


Effectiveness Target Date: As defined
in Section 5 hereof.


 


Exchange Act: The Securities Exchange
Act of 1934, as amended.


 


Exchange Offer: The registration
by the Issuer under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuer
offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.


 


Exchange Offer Effectiveness Target Date:
 As defined in Section 5 hereof.


 


Exchange Offer Registration Statement:
The Registration Statement relating to the Exchange Offer, including the related Prospectus.


 


Existing Registration Rights Agreement:
The Registration Rights Agreement, dated as of the Original Notes Closing Date, by and among the Issuer, the Guarantors and Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers of the Original Securities.


 


Exchange Securities: The 1.57% First
Priority Senior Secured Notes due 2026 of the same series under the Indenture as the New Notes of such series and the guarantees
of such notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.


 


Free Writing Prospectus: Any free
writing prospectus, as such term is defined in Rule 405 under the Securities Act, relating to any portion of the New Securities
and the Exchange Securities.


 


FINRA: Financial Industry Regulatory
Authority, Inc.


 


Holders: As defined in Section 2(b)
hereof.


 






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Indemnified Holder: As defined in
Section 8(a) hereof.


 


Indenture: The First Priority Notes
Indenture dated as of December 22, 2020, by and among the Issuer and U.S. Bank National Association, as first priority notes trustee
(the “Trustee”), pursuant to which the Initial Notes were issued and the New Securities and the Exchange Securities
are to be issued, as supplemented by the Supplemental Indenture dated as of the date hereof, among the Issuer, the Guarantors named
therein and the Trustee and as such Indenture may be further amended or supplemented from time to time in accordance with the terms
thereof.


 


Initial Guarantees: As defined in
the preamble hereto.


 


Initial Notes: As defined in the
preamble hereto.


 


Initial Placement: The issuance and
sale by the Issuer of the New Securities to the Initial Purchasers pursuant to the Purchase Agreement.


 


Initial Purchasers: The initial purchasers
set forth on Schedule I of the Purchase Agreement.


 


Interest Payment Date: As defined
in the Securities.


 


New Guarantees: As defined in the
preamble hereto.


 


New Notes: As defined in the preamble
hereto.


 


New Securities: As defined in the
preamble hereto.


 


Original Guarantees: As defined in
the preamble hereto.


 


Original Notes: As defined in the
preamble hereto.


 


Original Notes Closing Date: December
22, 2020.


 


Original Securities: As defined in
the preamble hereto.


 


Person: An individual, partnership,
corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.


 


Prospectus: The prospectus included
in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.


 


Purchase Agreement: As defined in
the preamble hereto.


 


Registration Default: As defined
in Section 5 hereof.


 


Registration Statement: Any
registration statement of the Issuer relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b)
the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference
therein.


 






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Representatives: As defined in the
preamble hereto.


 


Securities: As defined in the Indenture.


 


Securities Act: The Securities Act
of 1933, as amended.


 


Shelf Filing Deadline: As defined
in Section 4(a) hereof.


 


Shelf Registration Effectiveness Target
Date: As defined in Section 5 hereof.


 


Shelf Registration Statement: As
defined in Section 4(a) hereof.


 


Transfer Restricted Securities: Each
New Security, until the earliest to occur of (a) the date on which such New Security is exchanged in the Exchange Offer for an
Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements
of the Securities Act, (b) the date on which such New Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement and (c) the date on which such New Security is distributed to the public pursuant
to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the
Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).


 


Trust Indenture Act: The Trust Indenture
Act of 1939, as amended.


 


Underwritten Registration or Underwritten
Offering: A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.


 


SECTION 2.     
Securities Subject to this Agreement.


 


(a)              
Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities.


 


(b)              
Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each,
a “Holder”) whenever such Person owns Transfer Restricted Securities.


 


SECTION 3.     
Registered Exchange Offer.


 


(a)               Unless
the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors
shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration
Statement within 270 days after the Original Notes Closing Date (or if such 270th day is not a Business Day, the next
succeeding Business Day), (ii) use its commercially reasonable efforts to cause such Registration Statement to become
effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 365
days after the Original Notes Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day),
(iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection
with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and
to permit resales of New Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.


 






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(b)              
The Issuer and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Issuer shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration
Statement. The Issuer shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 days after
the date notice of the Exchange Offer is required to be mailed to the Holders (or if such 30th day is not a Business Day, the next
succeeding Business Day).


 


(c)              
The Issuer shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of
the Exchange Offer Registration Statement that any Broker-Dealer who holds New Securities that are Transfer Restricted Securities
and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Issuer) may exchange such New Securities pursuant to the Exchange Offer; however,
such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received
by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer
of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall
also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit
such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the
amount of New Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change
in policy after the date of this Agreement.


 


Each of the Issuer and the Guarantors
shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is
available for resales of New Securities acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending
on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and
(ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or
other trading activities.


 






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The Issuer shall provide sufficient copies
of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as
provided in the foregoing sentence) period in order to facilitate such resales.


 


SECTION 4.     
Shelf Registration.


 


(a)              
Shelf Registration. If with respect to the New Notes: (i) the Issuer and the Guarantors are not permitted to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 30 days
after the date notice of the Exchange Offer is required to be mailed to the Holders (or if such 30th day is not a Business Day,
the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s
status as an affiliate of the Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate
or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds New Securities acquired directly
from the Issuer or one of its affiliates, then, upon such Holder’s request prior to the 20th day following consummation of
the Exchange Offer, the Issuer and the Guarantors shall, with respect to the New Notes:


 


(x)       cause
to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange
Offer Registration Statement (in either event, the “Shelf Registration Statement”) within 270 days after such
filing obligation arises (or if such 270th day is not a Business Day, the next succeeding Business Day) (such date being the “Shelf
Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities
the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and


 


(y)       use
their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as
promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after
the obligation to file such Shelf Registration Statement arises (or if such 365th day is not a Business Day, the next succeeding
Business Day).


 






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Each of the Issuer and the Guarantors
shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented
and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of New Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a period of at least two years following the
effective date of such Shelf Registration Statement (or shorter period that will terminate when all the New Securities
covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the period
during which the Issuer is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the
Issuer will, prior to the expiration of that Shelf Registration Statement, file, and use its commercially reasonable efforts
to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any
interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered
dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration
Statement” for purposes of this Agreement.


 


(b)              
Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Issuer in writing, within 20 Business Days after receipt of a request therefor,
such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus
or preliminary Prospectus included therein or amendment or supplement thereto or Free Writing Prospectus. Each Holder as to which
any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed
in order to make the information previously furnished to the Issuer by such Holder not materially misleading.


 


SECTION 5.      Additional
Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the
Exchange Offer Registration Statement has not been declared effective by the Commission (or become automatically effective)
on or prior to 365 days after the Original Notes Closing Date (the “Exchange Offer Effectiveness Target
Date”), (ii) in the event the Issuer and the Guarantors are required to file a Shelf Registration Statement
pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or
become automatically effective) on or prior to 365 days after the obligation to file a Shelf Registration Statement arises
(the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness
Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30
Business Days after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement,
or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to
be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment
to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective
(except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last
paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iv), a “Registration
Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of
Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but
in no event shall such increase exceed 1.00% per annum. Following the earlier of (x) the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities and (y) the date on which such Transfer Restricted Security ceases
to be a Transfer Restricted Security, the interest rate borne by the relevant Transfer Restricted Securities will be reduced
to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after
any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant
Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.


 






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Notwithstanding the foregoing, (i) the amount
of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii)
a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration Statement (because, e.g.,
such Holder has not elected to include information or has not timely delivered such information to the Issuer pursuant to Section
4(b) hereof) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration
Statement.


 


All obligations of the Issuer and the Guarantors
set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security
shall have been satisfied in full.


 


SECTION 6.     
Registration Procedures.


 


(a)              
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuer and the Guarantors shall
comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange
to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:


 


(i)         
If in the reasonable opinion of counsel to the Issuer there is a question as to whether the Exchange Offer is permitted
by applicable law, each of the Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing
the Issuer and the Guarantors to Consummate an Exchange Offer for such New Securities. Each of the Issuer and the Guarantors hereby
agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. Each of the Issuer and the Guarantors hereby agrees, however, to (A) participate
in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuer
setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and
(C) diligently pursue a favorable resolution by the Commission staff of such submission.


 






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(ii)          As
a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Issuer, prior to the Consummation thereof, a written
representation to the Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the Issuer, (B) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the
Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course
of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s
preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) cannot
under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters
(which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for New Securities acquired by such Holder directly from the Issuer.


 


(b)              
Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Issuer and the Guarantors
shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration
(unless automatically declared effective) to permit the sale of the Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof, and pursuant thereto each of the Issuer and the Guarantors will as expeditiously
as is commercially reasonable prepare and file with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof.


 


(c)              
General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to
permit the sale or resale of Transfer Restricted Securities and any Free Writing Prospectus (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of New Securities by Broker-Dealers and any Free Writing
Prospectus related thereto), each of the Issuer and the Guarantors shall:


 


(i)          use
its commercially reasonable efforts to keep such Registration Statement continuously effective during the period required by
this Agreement and provide all requisite financial statements (including, if required by the Securities Act or any regulation
thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon
the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted
Securities during the period required by this Agreement, the Issuer shall file promptly an appropriate amendment to such
Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either
clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective (unless
automatically declared effective) and such Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;


 






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(ii)         
prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement
as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof,
as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement
have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;


 


(iii)         
advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice
in writing, (A) when the Prospectus, any Prospectus supplement, any post-effective amendment or any Free Writing Prospectus has
been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus
or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement under the Securities Act, of the suspension by any state securities commission of the qualification
of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of
the preceding purposes, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration
Statement has been filed, or of the happening of any event that causes the Issuer to become an “ineligible issuer,”
as defined in Commission Rule 405, (D) of the existence of any fact or the happening of any event that makes any statement
of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated
by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus
in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement or a notification of objection to the use of the form on which the Registration Statement
has been filed or if any state securities commission or other regulatory authority shall issue an order suspending the qualification
or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Issuer
and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
practicable time;


 






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(iv)          (A)(1)
furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement that has
requested such copies, if any, and each of the underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement
or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement),
which documents will be subject to the review and comment of such requesting Holders and underwriter(s) in connection with
such sale, if any, for a period of at least five Business Days, and (2) not file any such Registration Statement or
Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration
Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser, or underwriter, if any, shall be deemed to be reasonable if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or
omission;


 


(B)       (1)
furnish without charge to each of the Initial Purchasers before filing with the Commission, a copy of any Free Writing Prospectus,
which will be subject to the consent of the Initial Purchasers, and (2) not file any such Free Writing Prospectus to which the
Initial Purchasers of Transfer Restricted Securities covered by such Registration Statement have not consented (such consent not
to be unreasonably withheld, conditioned or delayed);


 


(v)         
promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement that has requested
such documents, if any, and to the underwriter(s), if any, make the Issuer’s and the Guarantors’ representatives available
for discussion of such document and other customary due diligence matters, subject to customary confidentiality agreements, and
include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably
may request;


 


(vi)         
make available, subject to customary confidentiality agreements, at reasonable times for inspection by the Initial Purchasers,
the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney
or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate
documents and properties of each of the Issuer and the Guarantors, and cause the Issuer’s and the Guarantors’ officers,
directors and employees to supply all information, in each case as shall be reasonably necessary to enable any such Holder, underwriter,
attorney or accountant to exercise any applicable responsibilities in connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors
to the extent reasonably requested by the managing underwriter(s), if any;


 






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(vii)          if
requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating
to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal
amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuer is notified of the matters
to be incorporated in such Prospectus supplement or post-effective amendment;


 


(viii)         
cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies,
if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;


 


(ix)         
furnish to each Initial Purchaser each selling Holder and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements
and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);


 


(x)         
deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of
the Issuer and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;


 


(xi)         
enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take
all such other commercially reasonable actions in connection therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may
be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection
with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Issuer and the Guarantors
shall:


 


(A)       furnish
to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably
request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness
of the Shelf Registration Statement:


 






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(1)       a
certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting
officer of each of the Issuer and the Guarantors, confirming, as of the date thereof, the matters set forth in Section 6(c)
of the Purchase Agreement and such other matters as such parties may reasonably request;


 


(2)       if
requested by a majority of selling Holders, an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness
of the Shelf Registration Statement, as the case may be, of counsel for the Issuer and the Guarantors, covering the matters set
forth in the opinion delivered pursuant to Section 6(a)(i) of the Purchase Agreement and such other matter as such parties may
reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with
officers and other representatives of the Issuer and the Guarantors, representatives of the independent public accountants for
the Issuer and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection
with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated
therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or
fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Registration Statement, (A) at the date of the opinion and
at the time such Registration Statement or any post-effective amendment thereto became effective, (B) at the applicable time
identified by such Holders or managing underwriters, and (C) in the case of the Exchange Offer Registration Statement, as
of the date of Consummation, in the case of (A), (B) and (C) contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus
contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange
Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary
in order to make the statements therein not misleading. Without limiting the foregoing, such counsel may state further that such
counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement
or the related Prospectus; and


 


(3)       a
customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Issuer’s
independent accountants, in the customary form and covering matters of the type customarily requested to be covered in
comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set
forth in the comfort letters delivered pursuant to Section 6(d) of the Purchase Agreement, without exception;


 






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(B)       set
forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures
of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and


 


(C)       deliver
such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A)
hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer
or any of the Guarantors pursuant to this Section 6(c)(xi), if any.


 


If at any time the representations
and warranties of the Issuer and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the
Issuer or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;


 


(xii)         
prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities
under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request
and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Issuer or
the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any
action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating
to the Registration Statement, in any jurisdiction where it is not then so subject;


 


(xiii)         
issue, upon the request of any Holder of New Securities covered by the Shelf Registration Statement, Exchange Securities
having an aggregate principal amount equal to the aggregate principal amount of New Securities surrendered to the Issuer by such
Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder
or in the name of the purchaser(s) of such Securities, as the case may be; in return, the New Securities held by such Holder shall
be surrendered to the Issuer for cancellation;


 


(xiv)         
subject to the terms of the Indenture, cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as
the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities
made by such Holders or underwriter(s);


 






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(xv)         
 use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in Section 6(c)(xii) hereof;


 


(xvi)         
if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein
not misleading;


 


(xvii)         
not later than the effective date of the Registration Statement covering such Exchange Securities, provide that the CUSIP
and ISIN numbers for all Exchange Securities shall be the same unrestricted CUSIP and ISIN numbers born by the Exchange Securities
(as defined in the Existing Registration Rights Agreement) and provide the Trustee under the applicable Indenture with printed
certificates for such Exchange Securities which are in a form eligible for deposit with the Depository Trust Company and take all
other action necessary to ensure that all such Exchange Securities are eligible for deposit with the Depository Trust Company;


 


(xviii)         
cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation
by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance
with the rules and regulations of the FINRA;


 


(xix)         
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as practicable, a consolidated earning statement meeting the requirements
of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not
sold to underwriters in such an offering, beginning with the first month of the Issuer’s first fiscal quarter commencing
after the effective date of the Registration Statement;


 


(xx)          cause
the Indenture to continue to be qualified under the Trust Indenture Act as of and not later than the effective date of the
first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the
Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to remain qualified in
accordance with the terms of the Trust Indenture Act; and to execute, and to use its commercially reasonable efforts to cause
the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;


 






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(xxi)         
cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation
system on which similar securities issued by the Issuer are then listed if requested by the Holders of a majority in aggregate
principal amount of New Securities or the managing underwriter(s), if any; and


 


(xxii)         
provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section
13 and Section 15 of the Exchange Act.


 


Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from the Issuer of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuer that the use of the
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference
in the Prospectus. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities
that was current at the time of receipt of such notice. In the event the Issuer shall give any such notice, the time period regarding
the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number
of days (a “Delay Period”) during the period from and including the date of the giving of such notice pursuant
to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided that there shall not be more than 75 days of Delay Periods during any 12-month period; provided
further, however, that (except as provided in Section 5(iv) hereof) no such extension shall be taken into account in
determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it
being agreed that the Issuer’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated
as a Registration Default for purposes of Section 5 hereof.


 


SECTION 7.     
Registration Expenses.


 


(a)               All
expenses incident to the Issuer’s and the Guarantor’s performance of or compliance with this Agreement will be
borne by the Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any
Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter”, and one counsel to such person, that may be required by the rules and regulations of the FINRA); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws (including the reasonable fees
and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including
printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuer and the Guarantors
and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system
pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the
Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such
performance).


 






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Each of the Issuer and the Guarantors will,
in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Issuer or the Guarantors.


 


(b)              
In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse
the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant
to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall
be Cahill Gordon & Reindel llp or such other counsel as may be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.


 


SECTION 8.     
Indemnification.


 


(a)               The
Issuer and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person,
if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder
(any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and
(iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling
person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified
Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel
to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement,
Prospectus (or any amendment or supplement thereto) or Free Writing Prospectus, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders
furnished in writing to the Issuer by any of the Holders expressly for use therein. This indemnity agreement shall be in
addition to any liability that the Issuer or any of the Guarantors may otherwise have.


 






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In case any action or proceeding (including
any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Issuer or the Guarantors, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Issuer and the Guarantors in writing; provided,
however, that the failure to give such notice shall not relieve any of the Issuer or the Guarantors of its obligations pursuant
to this Agreement. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses
of such counsel shall be paid, as incurred, by the Issuer and the Guarantors (regardless of whether it is ultimately determined
that an Indemnified Holder is not entitled to indemnification hereunder). The Issuer and the Guarantors shall not, in connection
with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by
the Holders. The Issuer and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the
Issuer’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the
Issuer and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the written consent of the Issuer and the Guarantors.
The Issuer and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all
liability arising out of such action, claim, litigation or proceeding.


 


(b)              
Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuer,
the Guarantors and their respective directors, officers of the Issuer and the Guarantors who sign a Registration Statement, and
any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuer or
any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person,
to the same extent as the foregoing indemnity from the Issuer and the Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use
in any Registration Statement. In case any action or proceeding shall be brought against the Issuer, the Guarantors or their respective
directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted
Securities, such Holder shall have the rights and duties given the Issuer and the Guarantors, and the Issuer, the Guarantors, their
respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.


 






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(c)               If
the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof
(other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities,
judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by
the Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the
case of the Issuer and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuer and the
Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses,
and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuer
and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Issuer and the Guarantors, on the one hand, and of the Indemnified Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Issuer or any of the Guarantors,
on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or claim.


 


The Issuer, the Guarantors and each Holder
of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c)
were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to
in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect
to the New Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of New Securities held by each of the Holders hereunder and not joint.


 


SECTION 9.      Rule
144A. Each of the Issuer and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.


 






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SECTION 10. 
Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.


 


SECTION 11. 
Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement
who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering,
the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however,
that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuer.


 


SECTION 12. 
Miscellaneous.


 


(a)              
Remedies. Each of the Issuer and the Guarantors hereby agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 


(b)              
No Inconsistent Agreements. Each of the Issuer and the Guarantors will not on or after the date of this Agreement
enter into any agreement with respect to its securities that conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with the rights granted to the holders of the Issuer’s or any of the Guarantors’
securities under any agreement in effect on the date hereof.


 


(c)              
Adjustments Affecting the Securities. The Issuer will not effect any change, or permit any change to occur, in each
case, with respect to the terms of the Securities that would materially and adversely affect the ability of the Holders to Consummate
any Exchange Offer.


 


(d)               Amendments
and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Issuer has (i) in the case of Section 5 hereof and this
Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuer or their
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not
affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange
Offer may be given by the Holders of a majority of the out standing principal amount of Transfer Restricted Securities being
tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the
rights of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser with
respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.


 






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(e)              
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight
delivery:


 


(i)         
if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and


 


(ii)         
if to the Issuer or the Guarantors:


 


Berry Global, Inc.

101 Oakley St.

Evansville, IN 47710


Facsimile: (812) 492-9391

Attention: Mark Miles


 


With a copy to:


 


Bryan Cave Leighton Paisner LLP

One Atlantic Center, Fourteenth Floor


1201 W. Peachtree St., NW,

Atlanta, GA 30309

Telecopier No.: (404) 572-6999

Attention: Eliot W. Robinson


 


All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.


 


(f)               
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns
of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon
a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from
such Holder.


 


(g)               Counterparts. This
Agreement may be executed in any number of counterparts (which may be delivered in original form or by fascimile or
 “.pdf” file) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.


 






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(h)              
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(i)                
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.


 


(j)                
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.


 


(k)              
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer and the Guarantors with respect to the Transfer Restricted Securities.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 






    22 


     


    

 



 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	Very truly yours,
	 	 
	 	BERRY GLOBAL, INC.
	 	 
	 	By:  	 /s/ Jason K. Greene
	 	 	Name:	Jason K. Greene
	 	 	Title:	Executive Vice President,
    General Counsel and Secretary




 


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        AEROCON, LLC

        AVINTIV ACQUISITION CORPORATION

        AVINTIV INC.

        AVINTIV SPECIALTY MATERIALS INC.

        BERRY FILM PRODUCTS ACQUISITION COMPANY, INC.

        BERRY FILM PRODUCTS COMPANY, INC.

        BERRY PLASTICS ACQUISITION CORPORATION V

        BERRY PLASTICS ACQUISITION CORPORATION XII

        BERRY PLASTICS ACQUISITION CORPORATION XIII

        BERRY GLOBAL FILMS, LLC

        BERRY PLASTICS ACQUISITION LLC X

        BERRY PLASTICS DESIGN, LLC

        BERRY PLASTICS FILMCO, INC.

        BERRY PLASTICS 1K, LLC

        BERRY PLASTICS OPCO, INC.

        BERRY PLASTICS SP, INC.

        BERRY PLASTICS TECHNICAL SERVICES, INC.

        BERRY SPECIALTY TAPES, LLC

        BERRY STERLING CORPORATION

        BPREX BRAZIL HOLDING INC.

        BPREX CLOSURE SYSTEMS, LLC

        BPREX CLOSURES KENTUCKY INC.

        BPREX CLOSURES, LLC

        BPREX DELTA INC.

        BPREX HEALTHCARE BROOKVILLE INC.

        BPREX HEALTHCARE PACKAGING INC.

        BPREX PLASTIC PACKAGING INC.

        BPREX PLASTICS SERVICES COMPANY INC.

        BPREX PRODUCT DESIGN AND ENGINEERING INC.

        BPREX SPECIALTY PRODUCTS PUERTO RICO INC.

        CAPLAS LLC

        CAPLAS NEPTUNE, LLC

        CAPTIVE PLASTICS HOLDINGS, LLC

        CAPTIVE PLASTICS, LLC

        CARDINAL PACKAGING, INC.

        CHICOPEE, INC.

        COVALENCE SPECIALTY ADHESIVES LLC

        COVALENCE SPECIALTY COATINGS LLC

        CPI HOLDING CORPORATION

        DOMINION TEXTILE (USA), L.L.C.

        FABRENE, L.L.C.

        FIBERWEB GEOS, INC.

        FIBERWEB, LLC

        KERR GROUP, LLC

        KNIGHT PLASTICS, LLC

        OLD HICKORY STEAMWORKS, LLC

        PACKERWARE, LLC

        PESCOR, INC.

        PGI EUROPE, INC.

        PGI POLYMER, INC.

        PLIANT INTERNATIONAL, LLC

        PLIANT, LLC

        POLY-SEAL, LLC

        PRISTINE BRANDS CORPORATION

        PROVIDENCIA USA, INC.

        ROLLPAK CORPORATION

        SAFFRON ACQUISITION, LLC

        SETCO, LLC

        SUN COAST INDUSTRIES, LLC

        UNIPLAST HOLDINGS, LLC

        UNIPLAST U.S., INC.

        VENTURE PACKAGING, INC.

	 	
        VENTURE PACKAGING MIDWEST, INC., each as a Subsidiary
Guarantor

	 	 
	 	 
	 	 
	 	By:   	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President, General Counsel and Secretary





 


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        GLOBAL CLOSURE SYSTEMS AMERICA 1, INC.

        LETICA CORPORATION

        LETICA RESOURCES, INC.

        M&H PLASTICS, INC.

        RPC BRAMLAGE, INC.

        RPC LEOPARD HOLDINGS, INC.

        RPC PACKAGING HOLDINGS (US), INC.

        RPC PROMENS INC.

        RPC SUPERFOS US, INC.

	 	RPC ZELLER PLASTIK LIBERTYVILLE, INC., each as a Subsidiary Guarantor
	 	 
	 	 
	 	 
	 	By:   	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President, General Counsel and Assistant Secretary


 


	 	
        LADDAWN, INC.

        DUMPLING ROCK, LLC

        ESTERO PORCH, LLC

        LAMB’S GROVE, LLC

        MILLHAM, LLC

	 	SUGDEN, LLC, each as a Subsidiary Guarantor
	 	 
	 	 
	 	 
	 	By:  	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President


 


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	 	GRAFCO INDUSTRIES LIMITED PARTNERSHIP, as a Subsidiary Guarantor
	 	 
	 	
        By: CAPLAS NEPTUNE, LLC

        its General Partner

	 	 
	 	 
	 	By:  	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President, General Counsel and Secretary


 


	 	CHOCKSETT ROAD LIMITED PARTNERSHIP, as a Subsidiary Guarantor
	 	 
	 	
        By: BERRY GLOBAL, INC.

        its General Partner

	 	 
	 	 
	 	By:  	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President, General Counsel and Secretary


 


	 	CHOCKSETT ROAD REALTY TRUST, as a Subsidiary Guarantor
	 	 
	 	
        By: LADDAWN, INC.

        its Trustee

	 	 
	 	 
	 	By:  	/s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	
        Title:   Executive Vice
President, General Counsel and Secretary



 
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	 	BERRY GLOBAL GROUP, INC., as the Parent Guarantor
	 	 
	 	 
	 	 
	 	By:  	/s/ Jason K. Greene
	 	 	Name:	Jason K. Greene
	 	 	Title:	Executive Vice President, Chief Legal Officer and Secretary



 





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The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the date first above written:


 


CITIGROUP GLOBAL MARKETS INC.


 


	By:   	/s/ Christopher Wood	 
	 	Name: Christopher Wood	 
	 	Title: Managing Director	 
	 	 
	GOLDMAN SACHS & CO. LLC	 
	 	 
	By:	/s/ Douglas Buffone	 
	 	Name: Douglas Buffone	 
	 	Title: Managing Director	 
	 	 
	WELLS FARGO SECURITIES, LLC	 
	 	 
	By:	/s/ Carolyn Hurley	 
	 	Name: Carolyn Hurley	 
	 	Title: Managing Director	 




 


[Signature Page to
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