Exhibit 4.1


 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this
 “Supplemental Indenture”) dated as of March 4, 2021, among Berry Global, Inc., a Delaware corporation (the “Issuer”),
each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each a “Subsidiary Guarantor”
and, collectively, the “Subsidiary Guarantors”), each a subsidiary of the Issuer, Berry Global Group, Inc.,
a Delaware corporation (the “Parent Guarantor”) and U.S. Bank National Association, a national banking association,
as trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS, the Issuer, the Parent
Guarantor and the Subsidiary Guarantors have heretofore executed and delivered an Indenture, dated as of December 22, 2020 (as
amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of $750,000,000
aggregate principal amount of the Issuer’s 1.57% First Priority Senior Secured Notes due 2026 (the “Existing Notes”);


 


WHEREAS, the Indenture provides
that the Issuer may issue Additional Securities under the Indenture subject to certain conditions set forth in Section 2.01
of the Indenture;


 


WHEREAS, the Issuer wishes to
issue an additional $775,000,000 aggregate principal amount of 1.57% First Priority Senior Secured Notes as Additional Securities
under the Indenture (the “New Notes”);


 


WHEREAS, pursuant to Section
9.01(xiii) of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture without
the consent of the Holders;


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Issuer, the Subsidiary
Guarantors, the Parent Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as
follows:


 


Article
I

Definitions


 


Section 1.1.Defined Terms. Unless
otherwise defined in this First Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.


 


Article
II

ISSUANCE OF NEW NOTES


 


Section 2.1.Amount of New Notes.
The aggregate principal amount of New Notes to be authenticated and delivered under this First Supplemental Indenture on March
4, 2021 is $775,000,000.


 


Section 2.2Terms of New Notes.
The New Notes to be issued as additional Notes under the Indenture and pursuant to this First Supplemental Indenture are set forth
and incorporated by reference in Exhibit A hereto and shall:


 


		A.	be issued as part of the existing series of Existing Notes previously issued under the Indenture and the New Notes and the
Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase;



 


		B.	be issued on March 4, 2021 at an issue price of 99.024% and will accrue interest from December 22, 2020;



 


		C.	be issuable in whole in the form of one or more Global Securities to be held by DTC and in the form, including appropriate
transfer restriction legends, provided in Exhibit A of the Indenture; and



 


		D.	in
                                         the case of New Notes sold under Rule 144A, bear the CUSIP number of 08576P AB7 and ISIN
                                         number of US08576PAB76 (which are the same as the Existing Notes sold under Rule 144A),
                                         and, in the case of New Notes sold under Regulation S, (i) until 40 days after the date
                                         hereof, bear the CUSIP number of U0740W AF8 and ISIN number of USU0740WAF87 (which are
                                         different than the Existing Notes sold under Regulation S) and (ii) after the expiration
                                         of the 40th day and compliance with the procedures of DTC, thereafter, bear
                                         the CUSIP number of U0740W AD3 and ISIN number of USU0740WAD30
                                         (which are the same as the Existing Notes sold under Regulation S).



 






     


     


    

 


Section 2.3Authentication of New Notes.
The Trustee shall, pursuant to an authentication order delivered in accordance with Section 2.03 of the Indenture, authenticate
and deliver the New Notes for an aggregate principal amount specified in such Authentication Order.


 


Article
III

Miscellaneous


 


Section 3.1. Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.


 


Section 3.2. Severability. In case
any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability.


 


Section 3.3. Ratification of Indenture;
Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture (as supplemented by this First
Supplemental Indenture), including the Guarantees contained therein, is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee accepts the amendments
of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including
the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality
of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms
or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof
by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect
to any such matters.


 


Section 3.4. Duplicate and Counterpart
Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture. The
exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original
First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed
to be their original signatures for all purposes.


 


Section 3.5. Effectiveness. This First
Supplemental Indenture shall be effective become effective immediately upon its execution and delivery by the Issuer, the Guarantors
and the Trustee.


 


Section 3.6. Recitals. The recitals
contained herein may be taken as the statements of the Issuer, and the Trustee does not assume any responsibility for their correctness.


 


Section 3.7. Headings. The headings
of the Articles and Sections in this First Supplemental Indenture have been inserted for convenience of reference only, are not
intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.


 





Section 3.8 Successors. This First
Supplemental Indenture shall be binding on the Issuer, the Trustee and the Holders and their respective successors and assigns,
and shall inure to the benefit of such parties and their respective successors and assigns


 


[Signature Pages Follow]


 






     


     


    

 








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


 


	 	BERRY GLOBAL, INC.
	 	 
	 	By:	 /s/ Jason K. Greene
	 	 	Name:	Jason K. Greene
	 	 	Title:	Executive Vice President, General Counsel and Secretary
	 	 
	 	PARENT GUARANTOR:
	 	BERRY GLOBAL GROUP, INC.
	 	 
	 	By :	/s/ Jason K. Greene
	 	 	Name:	 Jason K. Greene
	 	 	Title:	 Executive Vice President, Chief Legal Officer and Secretary






 




	 	SUBSIDIARY GUARANTORS:
	 	 
	 	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.
	 	 
	 	By:	/s/ Jason K. Greene
	 	 	Name: 	Jason K. Greene
	 	 	Title:	Executive Vice President, General Counsel
    and Secretary
	 	 
	 	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.
	 	 
	 	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
	 	 
	 	By: 	/s/ Jason K. Greene
	 	 	Name: 	Jason K. Greene
	 	 	Title: 	Executive Vice President, General Counsel and Secretary
	 	 
	 	GRAFCO INDUSTRIES LIMITED
    PARTNERSHIP
	 	 
	 	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
	 	 
	 	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
	 	 
	 	By: 	Laddawn, Inc., its Trustee
	 	 	 
	 	By:	 /s/ Jason K. Greene
	 	 	Name:	 Jason K. Greene
	 	 	Title: 	Executive Vice President, General Counsel and Secretary







 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as Trustee
	 	 
	 	By: 	/s/ Beverly A. Freeney
	 	 	Name: Beverly A. Freeney
	 	 	Title: Vice President




 



    A-7