Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


Berry Global, Inc.

and the Guarantors party hereto,


 


and


 


Citigroup Global Markets Inc.


J.P. Morgan Securities LLC,


as representatives of the Initial Purchasers


 


Dated as of January 15, 2021


 



     


     


    

 


Registration
Rights Agreement


 


This Registration Rights Agreement (this
 “Agreement”) is made and entered into as of January 15, 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. and J.P. Morgan
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), the 0.95% First Priority Senior Secured Notes
due 2024 (the “Initial Notes”) issued by the Issuer. The Issuer’s obligation under the Initial Notes will
be fully and unconditionally guaranteed (the “Initial Guarantees”) by (i) the Subsidiary Guarantors on
a first priority senior secured basis and (ii) the Parent on a senior unsecured basis. The Initial Notes and the Initial Guarantees
are herein collectively referred to as the “Initial Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of January 11, 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 Initial Securities, including the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Initial 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 Initial 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.


 


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 Initial Securities that were validly tendered by Holders thereof pursuant to the Exchange Offer.


 



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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.


 


Exchange Securities: The 0.95% First
Priority Senior Secured Notes due 2024 of the same series under the Indenture as the Initial 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 Initial Securities
and the Exchange Securities.


 


FINRA: Financial Industry Regulatory
Authority, Inc.


 


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


 


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


 


Indenture: The First Priority Notes
Indenture dated as of January 15, 2021, 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 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.


 






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


 


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


 


Initial Securities:  As defined in
the preamble hereto.


 


Interest Payment Date: As defined
in the Securities.


 


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.


 


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
Initial Security, until the earliest to occur of (a) the date on which such Initial 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 Initial 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 Initial
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).


 






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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 Closing Date (as defined in the Purchase Agreement) (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 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 Initial Securities held by
Broker-Dealers as contemplated by Section 3(c) hereof.


 


(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).


 






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(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 Initial 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 Initial 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 Initial 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 Initial 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.


 


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 Initial 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 Initial 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 Initial
Notes:


 



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(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).


 


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 Initial 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 Initial 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.


 






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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 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.


 


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.


 






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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 Initial 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.


 


(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 Initial Securities acquired by such Holder directly
from the Issuer.


 






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(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 Initial 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;


 


(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;


 






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(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;


 


(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);


 






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(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;


 


(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);


 






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(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:


 


(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


 



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(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;


 


(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;


 






    13 


     


    

 



 


(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 Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an
aggregate principal amount equal to the aggregate principal amount of Initial 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 Initial 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);


 


(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)         provide
a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and
provide the Trustee under the applicable Indenture with printed certificates for such 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 Securities are eligible for
deposit with the Depository Trust Company;


 






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(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 be qualified under the Trust Indenture Act 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 be so 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;


 


(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 Initial 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.


 






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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).


 


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.


 






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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.


 


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.


 






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(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.


 


(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.


 






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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 Initial
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 Initial 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.


 


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.


 






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(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 outstanding
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.


 


(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


 






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        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.


 


(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.





 






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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


 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 


	 	
        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

        




 


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	 	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


 


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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/ Chris
    Wood	 
	 	Name: Chris Wood	 
	 	Title: Managing Director	 
	 	 
	J.P. MORGAN SECURITIES LLC	 
	 	 
	By:	/s/ Maria Sramek	 
	 	Name: Maris Sramek	 
	 	Title: Executive Director	 


  


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