Exhibit 4.1 


 


BERRY GLOBAL, INC.,


a wholly owned subsidiary of Berry Global Group,
Inc.,


 


as Issuer,


 


and certain guarantors


 


1.65% First Priority Senior Secured Notes due 2027


 


 



 


INDENTURE

Dated as of June 14, 2021


 


 



 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee and Collateral Agent


 



     


     


    

 


TABLE OF CONTENTS


 


Page


 




	ARTICLE 1
	 	 
	 DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 
	SECTION 1.01.   Definitions	1
	SECTION 1.02.   Other Definitions	25
	SECTION 1.03.   Incorporation by Reference of Trust Indenture Act	26
	SECTION 1.04.   Rules of Construction	27
	 	 
	ARTICLE 2 
	 
	THE SECURITIES
	 
	SECTION 2.01.   Amount of Securities	27
	SECTION 2.02.   Form and Dating	28
	SECTION 2.03.   Execution and Authentication	28
	SECTION 2.04.   Registrar and Paying Agent	29
	SECTION 2.05.   Paying Agent to Hold Money in Trust	29
	SECTION 2.06.   Holder Lists	30
	SECTION 2.07.   Transfer and Exchange	30
	SECTION 2.08.   Replacement Securities	30
	SECTION 2.09.   Outstanding Securities	31
	SECTION 2.10.   Temporary Securities	31
	SECTION 2.11.   Cancellation	31
	SECTION 2.12.   Defaulted Interest	31
	SECTION 2.13.   CUSIP Numbers, ISINs, etc.	32
	SECTION 2.14.   Calculation of Principal Amount of Securities	32
	 	 
	ARTICLE 3 
	 
	REDEMPTION
	 
	SECTION 3.01.   Redemption	32
	SECTION 3.02.   Applicability of Article	32
	SECTION 3.03.   Notices to Trustee	32
	SECTION 3.04.   Selection of Securities to Be Redeemed	33
	SECTION 3.05.   Notice of Optional Redemption	33
	SECTION 3.06.   Effect of Notice of Redemption	33
	SECTION 3.07.   Deposit of Redemption Price	34
	SECTION 3.08.   Securities Redeemed in Part	34
	 	 
	ARTICLE 4 
	 
	COVENANTS
	 
	SECTION 4.01.   Payment of Securities	34
	SECTION 4.02.   Reports and Other Information	34
	SECTION 4.03.   Reserved	36
	SECTION 4.04.   Reserved	36
	SECTION 4.05.   Reserved	36
	SECTION 4.06.   Reserved	36



 






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	SECTION 4.07.   Reserved	36
	SECTION 4.08.   Change of Control Triggering Event.	36
	SECTION 4.09.   Compliance Certificate	37
	SECTION 4.10.   Further Instruments and Acts	38
	SECTION 4.11.   Future Subsidiary Guarantors	38
	SECTION 4.12.   Liens	38
	SECTION 4.13.   Maintenance of Office or Agency	38
	SECTION 4.14.   Amendment of Security Documents	39
	SECTION 4.15.   After-Acquired Property	39
	SECTION 4.16.   Reserved	39
	SECTION 4.17.   Reserved	39
	SECTION 4.18.   Reserved	39
	SECTION 4.19.   Mortgages	39
	 	 
	ARTICLE 5 
	 
	SUCCESSOR COMPANY
	 
	SECTION 5.01.   When Issuer May Merge or Transfer Assets	40
	 	 
	ARTICLE 6 
	 
	DEFAULTS AND REMEDIES
	 
	SECTION 6.01.   Events of Default	41
	SECTION 6.02.   Acceleration	43
	SECTION 6.03.   Other Remedies	44
	SECTION 6.04.   Waiver of Past Defaults	44
	SECTION 6.05.   Control by Majority	44
	SECTION 6.06.   Limitation on Suits	44
	SECTION 6.07.   Rights of the Holders to Receive Payment	45
	SECTION 6.08.   Collection Suit by Trustee	45
	SECTION 6.09.   Trustee May File Proofs of Claim	45
	SECTION 6.10.   Priorities	45
	SECTION 6.11.   Undertaking for Costs	45
	SECTION 6.12.   Waiver of Stay or Extension Laws	46
	 	 
	ARTICLE 7 
	 
	TRUSTEE
	 
	SECTION 7.01.   Duties of Trustee	46
	SECTION 7.02.   Rights of Trustee	47
	SECTION 7.03.   Individual Rights of Trustee	48
	SECTION 7.04.   Trustee’s Disclaimer	48
	SECTION 7.05.   Notice of Defaults	48
	SECTION 7.06.   Reports by Trustee to the Holders	48
	SECTION 7.07.   Compensation and Indemnity	49
	SECTION 7.08.   Replacement of Trustee	50
	SECTION 7.09.   Successor Trustee by Merger	50
	SECTION 7.10.   Eligibility; Disqualification	50
	SECTION 7.11.   Preferential Collection of Claims Against the Issuer	51



 






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	ARTICLE 8 
	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 
	SECTION 8.01.   Discharge of Liability on Securities; Defeasance	51
	SECTION 8.02.   Conditions to Defeasance	52
	SECTION 8.03.   Application of Trust Money	53
	SECTION 8.04.   Repayment to Issuer	53
	SECTION 8.05.   Indemnity for U.S. Government Obligations	53
	SECTION 8.06.   Reinstatement	53
	 
	ARTICLE 9 
	 
	AMENDMENTS AND WAIVERS 
	 
	SECTION 9.01.   Without Consent of the Holders	54
	SECTION 9.02.   With Consent of the Holders	55
	SECTION 9.03.   Compliance with Trust Indenture Act	56
	SECTION 9.04.   Revocation and Effect of Consents and Waivers	56
	SECTION 9.05.   Notation on or Exchange of Securities	56
	SECTION 9.06.   Trustee to Sign Amendments	56
	SECTION 9.07.   Payment for Consent	56
	SECTION 9.08.   Additional Voting Terms; Calculation of Principal Amount	57
	 	 
	ARTICLE 10 
	 
	RANKING OF NOTE LIENS
	 
	SECTION 10.01.   Relative Rights	57
	 
	ARTICLE 11
	 
	 COLLATERAL
	 
	SECTION 11.01.   Security Documents	58
	SECTION 11.02.   Collateral Agent	58
	SECTION 11.03.   Authorization of Actions to Be Taken	59
	SECTION 11.04.   Release of Liens	60
	SECTION 11.05.   Filing, Recording and Opinions	60
	SECTION 11.06.   [Reserved]	61
	SECTION 11.07.   Powers Exercisable by Receiver or Trustee	61
	SECTION 11.08.   Release Upon Termination of the Issuer’s Obligations	61
	SECTION 11.09.   Designations	61
	 	 
	ARTICLE 12 
	 
	SUBSIDIARY GUARANTEES
	 
	SECTION 12.01.   Subsidiary Guarantees	61
	SECTION 12.02.   Limitation on Liability	63
	SECTION 12.03.   Successors and Assigns	64
	SECTION 12.04.   No Waiver	64
	SECTION 12.05.   Modification	64
	SECTION 12.06.   Execution of Supplemental Indenture for Future Subsidiary Guarantors	64
	SECTION 12.07.   Non-Impairment	65



 






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	ARTICLE 13 
	 
	MISCELLANEOUS
	 
	SECTION 13.01.   Trust Indenture Act Controls	65
	SECTION 13.02.   Notices	65
	SECTION 13.03.   Communication by the Holders with Other Holders	66
	SECTION 13.04.   Certificate and Opinion as to Conditions Precedent	66
	SECTION 13.05.   Statements Required in Certificate or Opinion	66
	SECTION 13.06.   When Securities Disregarded	66
	SECTION 13.07.   Rules by Trustee, Paying Agent and Registrar	66
	SECTION 13.08.   Legal Holidays	67
	SECTION 13.09.   GOVERNING LAW; WAIVER OF JURY TRIAL	67
	SECTION 13.10.   No Recourse Against Others	67
	SECTION 13.11.   Successors	67
	SECTION 13.12.   Multiple Originals	67
	SECTION 13.13.   Table of Contents; Headings	67
	SECTION 13.14.   Indenture Controls	67
	SECTION 13.15.   Severability	67
	SECTION 13.16.   Force Majeure	67
	SECTION 13.17.   U.S.A. Patriot Act	68
	ARTICLE 14 
	 
	PARENT GUARANTEE
	 
	SECTION 14.01.   Parent Guarantee	68
	SECTION 14.02.   Successors and Assigns	69
	SECTION 14.03.   No Waiver	69
	SECTION 14.04.   Modification	70
	SECTION 14.05.   Non-Impairment	70


 


	Appendix A	Provisions Relating to Securities



 


EXHIBIT INDEX


 


	Exhibit A	–	Form of Security
	Exhibit B	–	Form of Exchange Security
	Exhibit C	–	Form of Transferee Letter of Representation
	Exhibit D	–	Form of Supplemental Indenture – New Subsidiary Guarantors



 






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CROSS-REFERENCE TABLE


 


	TIA

Section	Indenture

Section
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N.A.
	 	(a)(4)	N.A.
	 	(a)(5)	7.10
	 	(b)	7.08; 7.10
	311	(a)	7.11
	 	(b)	7.11
	312	(a)	2.06
	 	(b)	13.03
	 	(c)	13.03
	313	(a)	7.06
	 	(b)(1)	N.A.
	 	(b)(2)	7.06
	 	(c)	7.06
	 	(d)	4.02; 4.09
	314	(a)	4.02; 4.09
	 	(b)	N.A.
	 	(c)(1)	13.04
	 	(c)(2)	13.04
	 	(c)(3)	N.A.
	 	(d)	N.A.
	 	(e)	13.05
	 	(f)	4.10
	315	(a)	7.01
	 	(b)	7.05
	 	(c)	7.01
	 	(d)	7.01
	 	(e)	6.11
	316	(a)(last sentence)	13.06
	 	(a)(1)(A)	6.05
	 	(a)(1)(B)	6.04
	 	(a)(2)	N.A.
	 	(b)	6.07
	 	(c)	9.04(b)
	317	(a)(1)	6.08
	 	(a)(2)	6.09
	 	(b)	2.05
	318	(a)	13.01



 






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INDENTURE dated as of June 14, 2021 among BERRY
GLOBAL, INC. (the “Issuer”), a wholly owned subsidiary of Berry Global Group, Inc., U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity,
the “Collateral Agent”), the Parent Guarantor and Subsidiary Guarantors (each as defined herein).


 


Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the Holders of (a) $400,000,000 aggregate principal amount of the Issuer’s
1.65% First Priority Senior Secured Notes due 2027 issued on the date hereof (the “Original Securities”), (b) any Additional
Securities (as defined herein) that may be issued after the date hereof in the form of Exhibit A or (c) if and when issued as provided
in the Registration Rights Agreement (as defined in Appendix A hereto (the “Appendix”)) in the Registered Exchange
Offer (as defined in Appendix) in exchange for any Initial Securities or otherwise registered under the Securities Act and issued in the
form of Exhibit B, $400,000,000 aggregate principal amount of the Issuer’s 1.65% First Priority Senior Secured Exchange Notes due
2027 (the “Exchange Securities” and, together with the Original Securities and any Additional Securities, the “Securities”).


 


The Original Securities, any Additional Securities
and the Exchange Securities shall constitute a single series hereunder. Subject to the conditions and compliance with the covenants set
forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Securities.


 


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.01.           
Definitions.


 


“Additional Securities” means any 1.65%
First Priority Senior Secured Notes due 2027 issued under the terms of this Indenture subsequent to the Issue Date, other than the Exchange
Securities.


 


“Affiliate” of any specified Person
means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership
of voting securities, by agreement or otherwise.


 


“Appendix” means Appendix A hereto.


 


“Bank Agreement Borrowers” means each
Borrower (as defined in each of the Term Loan Credit Agreement and the Revolving Credit Agreement).


 


“Bank Agreement Obligations”
means (a) the due and punctual payment by each Bank Agreement Borrower of (i) the unpaid principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the loans (pursuant to the Term Loan Credit Agreement and the Revolving
Credit Agreement) made to such Bank Agreement Borrower, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, (ii) each payment required to be made by it under the Revolving Credit Agreement in
respect of any letter of credit pursuant thereto, when and as due, including payments in respect of reimbursement of disbursements,
interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and
(iii) all other monetary obligations of such Bank Agreement Borrower to any of the Term Loan Secured Parties and the Revolving
Facility Secured Parties under either of the Term Loan Credit Agreement or the Revolving Credit Agreement or any of the other Loan
Documents (as defined in each of the Term Loan Credit Agreement and the Revolving Credit Agreement), including obligations to pay
fees, expense and reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all
other obligations of each Bank Agreement Borrower or any of the other Loan Documents (as defined in each of the Term Loan Credit
Agreement and the Revolving Credit Agreement), and (c) the due and punctual payment and performance of all other obligations of
each Loan Party (as defined in each of the Term Loan Credit Agreement and the Revolving Credit Agreement) under or pursuant to the
Bank Security Agreement and each of the other Loan Documents (as defined in each of the Term Loan Credit Agreement and the Revolving
Credit Agreement).


 






     


     


    

 


“Bank Agreement Security Documents”
means the Bank Security Agreement, the Second Amended and Restated First Lien Intellectual Property Security Agreement dated as of April 3,
2007, among Berry Global Group, Inc. (formerly Berry Plastics Group, Inc.), the Company, the subsidiaries of the Company party thereto
and the Collateral Agents, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified from time to time, all “Mortgages” as defined in the Revolving Credit Agreement and/or the Term Loan Credit Agreement,
and any other documents now existing or entered into after the date hereof that create Liens on any assets or properties of the Company
or any Subsidiary Guarantor to secure any Term Loan Obligations or Revolving Facility Obligations.


 


“Bank Security Agreement” means the
Second Amended and Restated First Lien Guarantee and Collateral Agreement dated as of April 3, 2007, among Berry Global Group, Inc. (formerly
Berry Plastics Group, Inc.), the Issuer, the subsidiaries of the Issuer party thereto, the Term Loan Collateral Agent and the Revolving
Facility Collateral Agent, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified from time to time.


 


“Bank Indebtedness” means any and all
amounts payable under or in respect of any Credit Agreement and any other Credit Agreement Documents as amended, restated, supplemented,
waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of any
Credit Agreement), including principal, premium (if any), interest (including interest, fees and expenses accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest, fees or expenses
is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof.


 


“Bankruptcy Case” means a case under
the Bankruptcy Code.


 


“Bankruptcy Code” means Title 11 of
the United States Code.


 


“Bankruptcy Law” means the Bankruptcy
Code and any similar federal, state or foreign law for relief of debtors.


 


“Board of Directors” means, as to any
Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors
or other governing body of the general partner of such Person) or any duly authorized committee thereof.


 


“Borrowing Base” means, as of any date
of determination, an amount equal to the sum without duplication of (x) 90% of the book value of accounts receivable of the Issuer and
its Restricted Subsidiaries on a consolidated basis and (y) 85% of the book value of the inventory of the Issuer and its Restricted Subsidiaries
on a consolidated basis, in each case as of the most recently ended fiscal month of the Issuer for which internal consolidated financial
statements of the Issuer are available (such date, the “Borrowing Base Reference Date”). For purposes of such computation,
the Issuer shall give pro forma effect to any Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations
(as determined in accordance with GAAP), in each case with respect to an operating unit of a business that the Issuer or any of its Restricted
Subsidiaries has made after the Borrowing Base Reference Date. For purposes of this definition, any pro forma calculations shall be made
in good faith by an Officer of the Issuer.


 


“Business Day” means a day other than
a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.


 






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“Capital Stock” means:


 


(1)       in
the case of a corporation, corporate stock or shares;


 


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 


(3)       in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.


 


“Capitalized Lease Obligation” means,
at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time
be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.


 


“Cash Equivalents” means:


 


(1)       U.S.
dollars, pounds sterling, euros, the national currency of any member state in the European Union or, in the case of any Foreign Subsidiary
that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;


 


(2)       securities
issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any
agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;


 


(3)       certificates
of deposit, time deposits and euro/dollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $250.0 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s
or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);


 


(4)       repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;


 


(5)       commercial
paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s
or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one
year after the date of acquisition;


 


(6)       readily
marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the
two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally
recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;


 


(7)       Indebtedness
issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case
with maturities not exceeding two years from the date of acquisition; and


 


(8)       investment
funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above.


 






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“Change of Control” means the occurrence
of any of the following events:


 


           (i)       the sale, lease or transfer, in one or a series
of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other
than any of the Permitted Holders; or


 


           (ii)      the Issuer becomes aware (by way of a report
or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any
Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation
or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision), of more than 50% of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer.


 


“Change of Control Triggering Event”
means (x) the occurrence of both a Change of Control and a Rating Event or (y) the occurrence of a “Change of Control” under
the Existing First Priority Notes which requires the Issuer to make a “Change of Control Offer” to the holders thereof.


 


“Class” has the meaning given to such term in
the definition of “Senior Secured Obligations.”


 


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


 


“Collateral” means all property subject
or purported to be subject, from time to time, to a Lien under any Security Documents.


 


“Collateral Agent” means U.S. Bank
National Association in its capacity as “Collateral Agent” under this Indenture and under the Security Documents and any successors
thereto in such capacity.


 


“Consolidated Interest Expense” means,
with respect to any Person for any period, the sum, without duplication, of:


 


(1)       consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and
net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees
and expensing of any bridge or other financing fees); plus


 


(2)       consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus


 


(3)       commissions,
discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than
the Issuer and its Restricted Subsidiaries; minus


 


(4)       interest
income for such period.


 


“Consolidated Net Income” means, with
respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period,
on a consolidated basis; provided, however, that:


 






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(1)       any
net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses
relating thereto), including, without limitation, any severance expenses, any expenses related to any reconstruction,
recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to new product lines,
plant shutdown costs, acquisition integration costs and any expenses or charges related to any Equity Offering, Investment,
acquisition or Incurrence of Indebtedness not prohibited by this Indenture (in each case, whether or not successful), including any
such fees, expenses, charges or change in control payments related to the RPC Acquisition, in each case, shall be excluded;


 


(2)       any
increase in amortization or depreciation or any one-time non-cash charges or increases or reductions in Net Income, in each case resulting
from purchase accounting in connection with any acquisition that is consummated after September 20, 2006 shall be excluded;


 


(3)       the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;


 


(4)       any
net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations
shall be excluded;


 


(5)       any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset
dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall
be excluded;


 


(6)       any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness
shall be excluded;


 


(7)       the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;


 


(8)       [reserved];


 


(9)       an
amount equal to the amount of Tax Distributions actually made to any parent of such Person shall be included as though such amounts had
been paid as income taxes directly by such Person for such period;


 


(10)       any
non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards (“SFAS”) Nos. 142
and 144 and the amortization of intangibles arising pursuant to SFAS No. 141 shall be excluded;


 


(11)       any
non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, grants of stock
appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted
Subsidiaries shall be excluded;


 


(12)       any
(a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after September
20, 2006 related to employment of terminated employees, (d) costs or expenses realized in connection with, resulting from or in anticipation
of the RPC Acquisition or (e) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock
options or other rights existing on September 20, 2006 of officers, directors and employees, in each case of such Person or any of its
Restricted Subsidiaries, shall be excluded;


 


(13)       accruals
and reserves that are established within 12 months after September 20, 2006 and that are so required to be established in accordance with
GAAP shall be excluded;


 









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(14)       solely
for purposes of calculating EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without deducting
the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-wholly-owned
Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of
Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment
paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included;


 


(15)       (a)(i)
the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line”
rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income
and expenses resulting from fair value accounting required by SFAS No. 133 shall be excluded; and


 


(16)       unrealized
gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from
the applications of SFAS No. 52 shall be excluded.


 


“Consolidated Non-cash Charges” means,
with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its
Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined
in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash
charges for any future period.


 


“Consolidated Taxes” means provision
for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes and any Tax Distributions
taken into account in calculating Consolidated Net Income.


 


“Contingent Obligations” means, with
respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not contingent:


 


(1)       to
purchase any such primary obligation or any property constituting direct or indirect security therefor,


 


(2)       to
advance or supply funds:


 


(a)       for
the purchase or payment of any such primary obligation; or


 


(b)       to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;
or


 


(3)       to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Credit Agreement Documents” means
the collective reference to the Credit Agreements, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents
relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified
from time to time.


 






    -6-


     


    

 


“Credit Agreements” means (i)(A)
the Term Loan Credit Agreement and (B) the Revolving Credit Agreement and (ii) whether or not the credit agreements referred to in
clause (i) remain outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one
or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such
receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or
exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented,
modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.


 


“Comparable Treasury Issue” means the
United States Treasury security selected by an Independent Investment Bank as having a constant maturity comparable to the remaining term
of the Securities to be redeemed (assuming that such Securities matured on the Par Call Date) that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities (assuming that such Securities matured on the Par Call Date).


 


“Comparable Treasury Price” means,
with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Bank obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“Default” means any event which is,
or after notice or passage of time or both would be, an Event of Default.


 


“Definitive Security” means a registered
certificated Security that is not a Global Security.


 


“Delaware Divided LLC” means any Delaware
LLC which has been formed upon the consummation of a Delaware LLC Division.


 


“Delaware LLC” means any limited liability
company organized or formed under the laws of the State of Delaware.


 


“Delaware LLC Division” means the statutory
division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.


 


“Depository” means The Depository Trust
Company, its nominees and their respective successors.


 


“Destruction” means any damage to,
loss or destruction of all or any portion of the Collateral.


 


“Disqualified Stock” means, with respect
to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for
which it is redeemable or exchangeable), or upon the happening of any event:


 


(1)       matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset
sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material
respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Securities and any purchase
requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable
to the Securities (including the purchase of any Securities tendered pursuant thereto)),


 


(2)       is
convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or


 


(3)       is
redeemable at the option of the holder thereof, in whole or in part,


 






    -7-


     


    

 


in each case prior to 91 days after the maturity date of the
Securities; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable,
is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan
for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further,
that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by
delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.


 


“Domestic Subsidiary” means a Restricted
Subsidiary that is not a Foreign Subsidiary or a Qualified CFC Holding Company.


 


“EBITDA” means, with respect to any
Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the
same was deducted in calculating Consolidated Net Income:


 


(1)       Consolidated
Taxes; plus


 


(2)       Consolidated
Interest Expense; plus


 


(3)       Consolidated
Non-cash Charges; plus


 


(4)       business
optimization expenses and other restructuring charges or expenses (which, for the avoidance of doubt, shall include, without limitation,
the effect of inventory optimization programs, plant closures, retention, systems establishment costs and excess pension charges); provided
that with respect to each business optimization expense or other restructuring charge, the Issuer shall have delivered to the Trustee
an Officers’ Certificate specifying and quantifying such expense or charge and stating that such expense or charge is a business
optimization expense or other restructuring charge, as the case may be;


 


less, without duplication,


 


(5)       non-cash
items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the
reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received
in a prior period).


 


“Equity Interests” means Capital Stock
and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).


 


“Equity Offering” means any public
or private sale after September 20, 2006 of common stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer,
as applicable (other than Disqualified Stock), other than public offerings with respect to the Issuer’s or such direct or indirect
parent’s common stock registered on Form S-8.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Exchange Offer Registration Statement”
means the registration statement filed with the SEC in connection with the Registered Exchange Offer.


 


“Existing First Priority Notes” means
the First Priority Dollar Notes and the First Priority Euro Notes.


 


“Existing Second Priority Notes” means
the 5.125% Second Priority Senior Secured Notes due 2023 issued by the Issuer on June 5, 2015, the 4.50% Second Priority Senior Secured
Notes due 2026 issued by the Issuer on January 19, 2018 and the 5.625% Second Priority Senior Secured Notes due 2027 issued by the Issuer
on June 5, 2019.


 






    -8-


     


    

 





“Existing Second Priority Notes Collateral
Agent” means U.S. Bank National Association, as collateral agent for the holders of the Existing Second Priority Notes and any successors
thereto in such capacity.


 


“Existing Second Priority Notes Indentures”
means the indentures respectively dated as of June 5, 2015, January 26, 2018 and June 5, 2019, each among the Issuer, the trustee named
therein from time to time, and certain other parties thereto, as amended, restated, supplemented or otherwise modified from time to time
in accordance with the requirements thereof and of this Indenture.


 


“Existing Second Priority Notes Trustee”
means U.S. Bank National Association, as trustee for the holders of the Existing Second Priority Notes and any successors thereto in such
capacity.


 


“Fair Market Value” means, with respect
to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing
seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.


 


“First Lien Agent” means each of the
Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent and the Revolving Facility
Collateral Agent, the Trustee and the Collateral Agent, and if any other First Priority Lien Obligations are outstanding, the Persons
elected, designated or appointed as administrative agent, trustee or similar representative or as collateral agent by or on behalf of
the holders of each series of such outstanding Obligations.


 


“First Priority After-Acquired Property”
means any property (other than the initial collateral) of the Issuer or any Subsidiary Guarantor that secures any Secured Bank Indebtedness.


 


“First Priority Dollar Notes” means
the 4.875% First Priority Senior Secured Notes due 2026 issued on June 5, 2019, the 1.57% First Priority Senior Secured Notes due 2026
issued on December 22, 2020, as supplemented by the additional issuance on March 4, 2021, and the 0.95% First Priority Senior Secured
Notes due 2024 issued on January 15, 2021.


 


“First Priority Dollar Notes
Indentures” means the indenture, dated as of June 5, 2019 with respect to the 4.875% First Priority Senior Secured Notes due 2026,
among the Issuer (as successor to Berry Global Escrow Corporation), the First Priority Dollar Notes Trustee, and certain other parties
thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of
this Indenture, the indenture, dated as of December 22, 2020, as supplemented by the first supplemental indenture, dated as of March 4,
2021, with respect to the 1.57% First Priority Senior Secured Notes due 2026, among the Issuer, the First Priority Dollar Notes Trustee,
and certain other parties thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements
thereof and of this Indenture and the indenture, dated as of January 15, 2021 with respect to the 0.95% First Priority Senior Secured
Notes due 2024, among the Issuer, the First Priority Dollar Notes Trustee, and certain other parties thereto, as amended, restated, supplemented
or otherwise modified from time to time in accordance with the requirements thereof and of this Indenture.


 


“First Priority Dollar Notes
Obligations” means any Obligations in respect of the First Priority Dollar Notes, the First Priority Dollar Notes Indentures and
the security documents entered pursuant thereto.


 


“First Priority Dollar Notes
Trustee” means U.S. Bank National Association, as trustee for the holders of the First Priority Dollar Notes, together with any
successors thereto in such capacity.


 


“First Priority Euro Notes”
means the 1.00% First Priority Senior Secured Notes due 2025 issued on January 2, 2020 and the 1.50% First Priority Senior Secured Notes
due 2027 issued on January 2, 2020.


 


“First Priority Euro Notes
Indentures” means the indenture, dated as of January 2, 2020, among the Issuer (as successor to Berry Global Escrow Corporation),
the First Priority Euro Notes Trustee, and certain other parties thereto, as amended, restated, supplemented or otherwise modified from
time to time in accordance with the requirements thereof and of this Indenture.


 






    -9-


     


    

 





“First Priority Euro Notes
Obligations” means any Obligations in respect of the First Priority Euro Notes, the First Priority Euro Notes Indentures and the
security documents entered pursuant thereto.


 


“First Priority Euro Notes
Trustee” means U.S. Bank National Association, as trustee for the holders of the First Priority Euro Notes, together with any successors
thereto in such capacity.


 


“First Priority Lien Obligations” means
(i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries
under the agreements governing Secured Bank Indebtedness, (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries
in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder
of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into
such Hedging Obligations or Obligations in respect of cash management services, (iv) the Note Obligations, (v) the First Priority Dollar
Notes Obligations and (vii) the First Priority Euro Notes Obligations.


 


“First Priority Liens” means the Liens
securing the Note Obligations.


 


“Fitch” means Fitch Ratings
Inc. or any successor to the rating agency business thereof.


 


“Foreign Subsidiary” means a Restricted
Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District
of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary.


 


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession, which were in effect on September 20,
2006. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated
with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted
Subsidiary will be accounted for as an Investment.


 


“Global Securities Legend” means the
legend set forth under that caption in Exhibit A to this Indenture.


 


“Guarantee” means a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including,
without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other
obligations.


 


“Hedging Obligations” means, with respect
to any Person, the obligations of such Person under:


 


(1)       currency
exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange,
interest rate or commodity collar agreements; and


 


(2)       other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.


 


“Holder” means the Person in whose
name a Security is registered on the Registrar’s books.


 


“Incur” means issue, assume, guarantee,
incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence” shall have a corresponding meaning.


 


      “Independent
Investment Bank” means one of the Reference Treasury Dealers that the Issuer appoints to act as the
Independent Investment Bank from time to time.


 






    -10-


     


    

 





“Indebtedness” means, with respect
to any Person:


 


(1)       the
principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced
by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement
agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that
constitutes a trade payable or similar obligation to a trade creditor due within six months from the date on which it is Incurred, in
each case Incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the
property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging
Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;


 


(2)       to
the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the
Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);


 


(3)       to
the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not
such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser
of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;
and


 


(4)       to
the extent not otherwise included, with respect to the Issuer and its Restricted Subsidiaries, the amount then outstanding (i.e.,
advanced, and received by, and available for use by, the Issuer or any of its Restricted Subsidiaries) under any Receivables Financing
(as set forth in the books and records of the Issuer or any Restricted Subsidiary and confirmed by the agent, trustee or other representative
of the institution or group providing such Receivables Financing);


 


provided, however, that notwithstanding the foregoing,
Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect
of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an
asset to satisfy warranty or other unperformed obligations of the respective seller or (4) Obligations under or in respect of Qualified
Receivables Financing.


 


Notwithstanding anything in this Indenture to the
contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting
Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness
for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness;
and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not
be deemed an Incurrence of Indebtedness under this Indenture.


 


“Indenture” means this Indenture as
amended or supplemented from time to time.


 


“Independent Financial Advisor” means
an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good
faith determination of the Issuer, qualified to perform the task for which it has been engaged.


 


“Intercreditor Agreements” means collectively,
(i) the Senior Lender Intercreditor Agreement, (ii) the Senior Fixed Collateral Intercreditor Agreement and (iii) the Second Priority
Intercreditor Agreement.


 


“Investment Grade Rating” means a rating
equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by
Fitch, or an equivalent rating by any other Rating Agency.


 









    -11-


     


    

 


“Investments” means, with respect to
any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances
or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances
to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified
on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions
involve the transfer of cash or other property.


 


“Issue Date” means the date on which
the Securities are originally issued.


 


“Issuer” means the party named as such
in the Preamble of this Indenture until a successor replaces it and, thereafter, means the successor, in accordance with Section 5.01.


 


“Lien” means, with respect to any asset,
any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded
or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement
under the New York UCC (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed
to constitute a Lien.


 


“Management Group” means the group
consisting of the directors, executive officers and other management personnel of the Issuer or any direct or indirect parent of the Issuer,
as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or whose nomination
for election by the shareholders of the Issuer or any direct or indirect parent of the Issuer, as applicable, was approved by a vote of
a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, as applicable, then still in office who were
either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management
personnel of the Issuer or any direct or indirect parent of the Issuer, as applicable, hired at a time when the directors on the Issue
Date together with the directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent of
the Issuer, as applicable.


 


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


 


“Mortgages” means the mortgages (which
may be in the form of mortgage amendments to mortgages securing other Indebtedness), trust deeds, deeds of trust, deeds to secure debt,
assignments of leases and rents, and other security documents delivered with respect to Real Property subject to mortgages, each in form
and substance reasonably satisfactory to the Collateral Agent and the Issuer, as amended, supplemented or otherwise modified from time
to time.


 


“Net Income” means, with respect to
any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred
Stock dividends.


 


“New York UCC” means the Uniform Commercial
Code as from time to time in effect in the state of New York.


 


“Note Documents” means, collectively,
this Indenture, the Securities (including the guarantees thereof) and the Security Documents.


 


“Note Obligations” means any Obligations
in respect of the Securities, this Indenture and the Security Documents, including, for the avoidance of doubt, obligations in respect
of Exchange Securities and guarantees thereof.


 


“Note Secured Parties” means, at any
time, (a) the Holders, (b) the Trustee and the Collateral Agent, (c) the beneficiaries of each indemnification obligation undertaken by
the Issuer and any Guarantor party to this Indenture or under any Note Document and (d) the successors and permitted assigns of each of
the foregoing.


 






    -12-


     


    

 





“Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to
letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness;
provided that Obligations with respect to the Securities shall not include fees or indemnifications in favor of the Trustee, the
Collateral Agent and other third parties other than the Holders.


 


“Obligor” means, collectively, the
Issuer, the Parent Guarantor, the Subsidiary Guarantors and any other obligor on the Securities.


 


“Offering Memorandum” means the offering
memorandum relating to the offering of the Original Securities dated June 8, 2021.


 


“Officer” means the Chairman of the
Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President,
the Treasurer or the Secretary of the Issuer.


 


“Officers’ Certificate” means
a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in this Indenture.


 


“Opinion of Counsel” means a written
opinion from legal counsel which is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer.


 


“Other First Priority Lien Obligations”
means all indebtedness or obligations owing under any Other First Priority Lien Obligations Document (as defined in the Senior Lender
Intercreditor Agreement); provided, however, for the avoidance of doubt, none of the Revolving Facility Obligations, Term
Loan Obligations or Bridge Loan Obligations (as defined in the Senior Lender Intercreditor Agreement) shall constitute Other First Priority
Lien Obligations.


 


“Other Second-Lien Obligations” means
other Indebtedness of the Issuer and its Restricted Subsidiaries that is equally and ratably secured with the Existing Second Priority
Notes and is designated by the Issuer as an Other Second-Lien Obligation.


 


“Par Call Date” means December 15,
2026 (the date that is one month prior to the maturity of the Securities).


 


“Parent Guarantee” means the guarantee
by Parent Guarantor of the obligations of the Issuer under this Indenture and the Securities in accordance with the provisions of this
Indenture.


 


“Parent Guarantor” means Berry Global
Group, Inc., a Delaware corporation.


 


“Parent Pari Passu Indebtedness” means
any Indebtedness of the Parent Guarantor which ranks pari passu in right of payment to the Parent Guarantee.


 


“Parent Subordinated Indebtedness”
means any Indebtedness of the Parent Guarantor which is by its terms subordinated in right of payment to the Parent Guarantee.


 


“Pari Passu Indebtedness” means:


 


(1)       with
respect to the Issuer, the Securities and any Indebtedness which ranks pari passu in right of payment to the Securities; and


 


(2)       with
respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari passu in right of payment to such
Subsidiary Guarantor’s Subsidiary Guarantee.


 






    -13-


     


    

 





“Paying Agent” means an office or agency
maintained by the Issuer pursuant to the terms of this Indenture, where notes may be presented for payment.


 


“Permitted Holders” means, at any time,
the Management Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which
a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates,
constitute an additional Permitted Holder.


 


“Permitted Liens” means, with respect
to any Person:


 


(1)       pledges
or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a
party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety
or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent,
in each case Incurred in the ordinary course of business;


 


(2)       Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested
in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such
Person shall then be proceeding with an appeal or other proceedings for review;


 


(3)       Liens
for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being
contested in good faith by appropriate proceedings;


 


(4)       Liens
in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit
issued pursuant to the request of and for the account of such Person in the ordinary course of its business;


 


(5)       minor
survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens
incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with
Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use
in the operation of the business of such Person;


 


(6)       (A)
Liens on assets of a Restricted Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of such Restricted Subsidiary,
(B) Liens securing an aggregate principal amount of First Priority Lien Obligations not to exceed the sum of (I) under any Credit
Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and
bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), the greater of $9,000 million
and (y) the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to
the Incurrence of such Indebtedness and the application of proceeds therefrom on such date, would not cause the Secured Indebtedness
Leverage Ratio of the Issuer to exceed 4.00 to 1.00 and (II) under any Revolving Credit Agreement or any other Credit Agreement that
is a revolving working capital or liquidity facility in an aggregate amount not to exceed the greater of (x) $1,250 million and (y)
the Borrowing Base as of the date of such Incurrence, (C) Liens securing Indebtedness (including Capitalized Lease Obligations)
Incurred by the Issuer or any of its Restricted Subsidiaries to finance (whether prior to or within 270 days after) the purchase,
lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets (but no other material assets)), (D) other Liens securing Indebtedness not to exceed
the greater of (x) $425.0 million and (y) 5.0% of Total Assets at the time of Incurrence and (E) Liens securing Indebtedness of
Foreign Subsidiaries not to exceed the greater of (x) $100.0 million and (y) 10.0% of Total Assets held on the balance sheet of all
Foreign Subsidiaries of the Issuer, taken together, at the time of Incurrence (provided that in the case of clause (E), such
Lien does not extend to the property or assets of any Subsidiary of the Issuer other than a Foreign Subsidiary);


 






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(7)         Liens
existing on the Issue Date (other than Liens described in clauses (6)(B) and (26) in this definition);


 


(8)         Liens
on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that
such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided,
further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary
of the Issuer;


 


(9)         Liens
on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition
by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however,
that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further,
however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;


 


(10)       Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer;


 


(11)       Liens
securing Hedging Obligations not incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating
to Indebtedness, such Lien extends only to the property securing such Indebtedness;


 


(12)       Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;


 


(13)       leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its
Restricted Subsidiaries;


 


(14)       Liens
arising from financing statement filings under the Uniform Commercial Code or equivalent statute of another jurisdiction regarding operating
leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;


 


(15)       Liens
in favor of the Issuer or any Subsidiary Guarantor;


 


(16)       Liens
on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection
with a Qualified Receivables Financing;


 


(17)       deposits
made in the ordinary course of business to secure liability to insurance carriers;


 


(18)       Liens
on the Equity Interests of Unrestricted Subsidiaries;


 


(19)       grants
of software and other technology licenses in the ordinary course of business;


 


(20)       Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6)(B), (7), (8),
(9), (10), (11), (15) and (26) of this definition of “Permitted Liens”; provided, however, that (x) such
new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property),
and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the
outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B), (7), (8), (9),
(10), (11), (15) and (26) of this definition of “Permitted Liens” at the time the original Lien became a Permitted Lien
under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any
refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), the principal amount of
any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause
(6)(B) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B),
for purposes of clause (1) under Section 11.04(a) and for purposes of the definition of Secured Bank Indebtedness;


 






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(21)       Liens
on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted
Subsidiary’s client at which such equipment is located;


 


(22)       judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being
contested in good faith by appropriate proceedings and for which adequate reserves have been made;


 


(23)       Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary
course of business;


 


(24)       Liens
incurred to secure cash management services in the ordinary course of business;


 


(25)       other
Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;


 


(26)       Liens
securing the Note Obligations (other than any Additional Securities); and


 


(27)       Liens
on the Collateral in favor of any collateral agent relating to such collateral agent’s administrative expenses with respect to the
Collateral.


 


“Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.


 


“Preferred Stock” means any Equity
Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.


 


“Purchase Money Note” means a promissory
note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer
to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the
purchase price that is not paid by cash or a contribution of equity.


 


“Qualified CFC Holding Company” means
a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in
either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign
Subsidiary.


 


“Qualified Receivables Financing” means
any Receivables Financing of a Receivables Subsidiary that meets the following conditions:


 


(1)         the
Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms,
covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables
Subsidiary;


 


(2)         all
sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith
by the Issuer); and


 


(3)         the
financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the
Issuer) and may include Standard Securitization Undertakings.


 






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The grant of a security interest in any accounts
receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank Indebtedness, Indebtedness
in respect of the Securities, Existing Second Priority Notes and the Second Priority Notes or any Refinancing Indebtedness with respect
to the Securities shall not be deemed a Qualified Receivables Financing.


 


“Rating Agency” means (1) each of Moody’s,
S&P and Fitch and (2) if Moody’s, S&P or Fitch ceases to rate the Securities for reasons outside of the Issuer’s control,
a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected
by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s, S&P or Fitch, as the case
may be.


 


“Rating Event” means (a) in the event
the Securities have an Investment Grade Rating by all three Rating Agencies, two or more of the Rating Agencies that provided an Investment
Grade Rating withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating,
(b) the event the Securities have an Investment Grade Rating by two Rating Agencies, both such Rating Agencies that provided an Investment
Grade Rating withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating,
or (c) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and
two or more Rating Agencies indicate that if consummated, such transactions (alone or together with any related recapitalization or refinancing
transactions) would cause the Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities
below an Investment Grade Rating.


 


“Real Property” means, collectively,
all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in
fee or leased by the Issuer or any Subsidiary Guarantor, together with, in each case, all easements, hereditaments and appurtenances relating
thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof.


 


“Receivables Financing” means any transaction
or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its
Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of
its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest
in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in
respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable
and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.


 


“Receivables Repurchase Obligation”
means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of
a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject
to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by
or any other event relating to the seller.


 


“Receivables Subsidiary” means a Wholly
Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in Qualified Receivables Financing with
the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer
transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts
receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets
relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors
of the Issuer (as provided below) as a Receivables Subsidiary and:


 






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(a)         no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary
of the Issuer (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard
Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;


 


(b)         with
which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other
than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be obtained
at the time from Persons that are not Affiliates of the Issuer; and


 


(c)         to
which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results.


 


Any such designation by the Board of Directors
of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors
of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the
foregoing conditions.


 


“Reference Treasury Dealer” means (1)
each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. and in each case their respective successors,
unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”),
in which case we will substitute another Primary Treasury Dealer, as applicable and (2) any other Primary Treasury Dealer(s) we select.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment
Bank, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Bank by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.


 


“Registration Rights Agreement” means
the registration rights agreement with respect to the Securities among the Issuers, the guarantors party thereto and the representatives
of the Initial Purchasers, dated as of the date hereof.


 


“Representative” means (a) in the case
of any Term Loan Obligations, the Term Facility Administrative Agent, (b) in the case of any Revolving Facility Obligations, the Revolving
Facility Administrative Agent, (c) in the case of any Note Obligations, the Trustee, (d) [reserved] and (e) in the case of any Series
of Other First Priority Lien Obligations, each administrative agent representing the holders of such Series of Other First Priority Lien
Obligations.


 


“Restricted Subsidiary” means, with
respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated
in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.


 


“Revolving Credit Agreement” means
the Third Amended and Restated Revolving Credit Agreement, dated May 1, 2019, by and among the Company, Berry Global Group, Inc., certain
Subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,
refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures
or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder
or altering the maturity thereof.


 






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“Revolving Facility Administrative Agent”
means Bank of America, N.A., as administrative agent for the lenders under the Revolving Credit Agreement, together with its successors
and permitted assigns under the Revolving Credit Agreement exercising substantially the same rights and powers, or such other agent as
may from time to time be appointed thereunder.


 


“Revolving Facility Collateral Agent”
means Bank of America, N.A., as collateral agent for the lenders under the Revolving Credit Agreement and under the security documents
in connection therewith, together with its successors and permitted assigns under the Revolving Credit Agreement or the security documents
in connection therewith exercising substantially the same rights and powers, or such other agent as may from time to time be appointed
thereunder.


 


“Revolving Facility Lenders” means
the “Lenders” under and as defined in the Revolving Credit Agreement.


 


“Revolving Facility Obligations” means
all “Obligations” (as such term is defined in the Revolving Credit Agreement) now or hereafter owing to Revolving Facility
Secured Parties, and all other indebtedness and obligations now or hereafter owing to the Revolving Facility Secured Parties that is secured
by any of the Bank Agreement Security Documents.


 


“Revolving Facility Secured Parties”
means (a) the Revolving Facility Lenders (and any Affiliate of a Revolving Facility Lender designated by the Issuer as a provider of cash
management services to which any obligation referred to in clause (c) of the definition of the term “Security Agreement Obligations”
is owed), (b) the Revolving Facility Administrative Agent and the Revolving Facility Collateral Agent, (c) each Issuing Bank (as defined
in the Revolving Credit Agreement) party to the Revolving Credit Agreement, (d) each counterparty to any Swap Agreement entered into with
the Issuer or any Subsidiary Guarantor party to the Revolving Credit Agreement, the obligations under which constitute Security Agreement
Obligations, (e) the beneficiaries of each indemnification obligation undertaken by the Issuer or any Subsidiary Guarantor party to the
Revolving Credit Agreement under any Loan Document (as defined in the Revolving Credit Agreement) and (f) the successors and permitted
assigns of each of the foregoing.


 


“Revolving Facility Senior Collateral”
means any and all of the following Collateral, whether now owned or at any time hereafter acquired, by the Issuer or any Subsidiary Guarantor
or in which such Person may have or in the future may acquire any right, title or interest to the extent a security interest in such Collateral
has been or may hereafter be granted to the Collateral Agent under the Security Documents: (a) all Accounts (except to the extent arising
out of the sale of Collateral other than Revolving Facility Senior Collateral; (b) all Inventory; (c) to the extent evidencing, governing,
securing or otherwise related to the items referred to in the preceding clauses (a) and (b), all (i) General Intangibles, (ii) Chattel
Paper, (iii) Instruments and (iv) Documents; (d) all Payment Intangibles (including corporate tax refunds), other than any Payment Intangibles
that represent tax refunds in respect of or otherwise relate to real property, Fixtures or Equipment; (e) all Indebtedness of Berry Global
Group, Inc. (formerly known as Berry Plastics Group, Inc.) or any of its subsidiaries that arises from cash advances made after the date
hereof to enable the obligor or obligors thereon to acquire Inventory; (f) all collection accounts, deposit accounts, lockboxes, securities
accounts and commodity accounts and any cash or other assets in any such accounts (other than identifiable cash proceeds in respect of
real estate, fixtures or equipment); all books and records related to the foregoing; and (h) all Products and Proceeds and Supporting
Obligations of any and all of the foregoing in whatever form received, including proceeds of insurance policies related to Inventory of
the Issuer or any Subsidiary Guarantor and business interruption insurance and all collateral security and guarantees given by any person
with respect to any of the foregoing. All capitalized terms used in this definition and not defined elsewhere in this document have the
meanings assigned to them in the New York UCC.


 


“RPC Acquisition” means the acquisition
by the Issuer, directly or indirectly, of 100% of the outstanding shares of RPC Group Plc, a public limited company incorporated in England
and Wales with registration number 2578443.


 


“RPC Transaction Equity Investment”
means an Investment by the Company or a Subsidiary Guarantor in one or more Subsidiaries of the Company in an aggregate amount necessary
to fund the RPC Acquisition and/or refinance existing debt of RPC Group Plc.


 






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“RPC Transactions” means the RPC Acquisition,
the issuance of the First Priority Dollar Notes on June 5, 2019, the entry into the Escrow Agreement dated June 5, 2019 and the assumption
by the Issuer of the obligations under the 4.875% First Priority Senior Secured Notes due 2026 and the First Priority Dollar Notes Indenture
with respect thereto, the borrowings under the Term Loan Credit Agreement, the RPC Transaction Equity Investment and the transactions
related thereto.


 


“Sale/Leaseback Transaction” means
an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted
Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases
between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.


 


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


 


“SEC” means the Securities and Exchange
Commission.


 


“Second Priority Intercreditor Agreement”
means the Second Amended and Restated Intercreditor Agreement, dated as of February 5, 2008, as supplemented on April 21, 2008, December
3, 2009, April 30, 2010, July 19, 2010, November 19, 2010, May 12, 2014, June 25, 2014, June 5, 2015, February 24, 2018 and September
24, 2018, by and among the Existing Second Priority Notes Trustee, the Existing Second Priority Notes Collateral Agent, the Term Facility
Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent,
the Subsidiaries of the Issuer party thereto and Berry Global Group, Inc., as was previously supplemented and as supplemented as of the
Issue Date by the execution and delivery of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative
Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, Trustee,
the Collateral Agent, Berry Global Group, Inc., the Issuer and the Subsidiary Guarantors, as may be further amended, restated or otherwise
supplemented.


 


“Second Priority Liens” means the Liens
securing the Obligations in respect of the Existing Second Priority Notes.


 


“Secured Bank Indebtedness” means any
Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6)(B) of the definition of Permitted
Lien.


 


“Secured Indebtedness” means any Indebtedness
secured by a Lien.


 


“Secured Indebtedness Leverage Ratio”
means, with respect to any Person at any date, the ratio of (i) an amount equal to (a) the amount of Secured Indebtedness (other than
Secured Indebtedness described in clause (6)(B)(II) of the definition of “Permitted Liens”) of such Person and its Restricted
Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) that constitutes First Priority
Lien Obligations minus (b) the amount of cash and Cash Equivalents of such Person and its Restricted Subsidiaries as of such date
to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding
such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its Restricted Subsidiaries Incurs,
repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage
Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured
Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence,
repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period;
provided that the Issuer may elect, pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion
of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under
such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.


 






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For purposes of making the computation
referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in
accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or
any of its Restricted Subsidiaries has determined to make and/or made after September 20, 2006 and during the four-quarter reference
period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each,
for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, mergers, consolidations, discontinued operations and other operational changes (and the
change of any associated Indebtedness and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or
was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an
operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness
Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter
period.


 


For purposes of this definition, whenever pro forma
effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination
of the Issuer as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements
or cost synergies reasonably expected to result from the applicable pro forma event, and (2) all pro forma adjustments of the nature used
in similar calculations in the Existing Second Priority Notes Indentures and the Existing First Priority Notes Indentures (as in effect
on the Issue Date).


 


“Securities” has the meaning given
such term in the Preamble to this Indenture.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Security Agreement Obligations” means
(a) the Bank Agreement Obligations, (b) the due and punctual payment and performance of all obligations of each Loan Party (as defined
in each of the Term Loan Credit Agreement and the Revolving Credit Agreement) under each Swap Agreement that (i) was in effect on April
3, 2007 with a counterparty that was a Revolving Facility Lender or an Affiliate of a Revolving Facility Lender of April 3, 2007 or (ii)
is (or was) entered into after April 3, 2007 with any counterparty that is (or was) a Revolving Facility Lender or an Affiliate of a Revolving
Facility Lender at the time such Swap Agreement is (or was) entered into, and (c) the due and punctual payment and performance of all
obligations of each Bank Agreement Borrower and any of their Subsidiaries in respect of overdrafts and related liabilities owed to a Revolving
Facility Lender or any of its Affiliates (or any other Person designated by the Issuer as a provider of cash management services and entitled
to the benefit of the Security Agreement) and arising from cash management services (including treasury, depository, overdraft, credit
or debit card, electronic funds transfer, ACH services and other cash management arrangements).


 


“Security Documents” means the security
agreements, pledge agreements, collateral assignments, Mortgages and related agreements, as amended, supplemented, restated, renewed,
refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in favor
of the Collateral Agent in the Collateral, as contemplated by this Indenture.


 


“Senior Fixed Collateral Intercreditor Agreement”
means the Senior Fixed Collateral Priority and Intercreditor Agreement, dated as of February 5, 2008, as amended on April 21, 2008, by
and among the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Company and Berry Global Group, Inc. (formerly known
as Berry Plastics Group, Inc.), as was previously supplemented and as supplemented as of the Issue Date by the execution and delivery
of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative Agent, the Term Loan Collateral Agent, Berry
Global Group, Inc. (formerly Berry Plastics Group, Inc.), the Issuer and the Subsidiary Guarantors, as amended, supplemented or otherwise
modified from time to time.


 






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“Senior Fixed Obligations” means all
First Priority Lien Obligations other than Revolving Facility Obligations.


 


“Senior Fixed Obligations Secured Parties”
means each of the Term Loan Secured Parties, the Note Secured Parties and each other First Priority Lien Obligations secured parties.


 


“Senior Lender Intercreditor Agreement”
means the Second Amended and Restated Senior Lender Priority and Intercreditor Agreement, dated as of February 5, 2008, as supplemented
on April 21, 2008, December 3, 2009, February 8, 2013, January 6, 2014, October 1, 2015 and February 11, 2016, February 15, 2018 and September
24, 2018 by and among the Term Facility Administrative Agent, the Term Loan Collateral Agent, the Revolving Facility Administrative Agent,
the Revolving Facility Collateral Agent, the Issuer, certain Subsidiaries of the Issuer and Berry Global Group, Inc., as amended, supplemented
or otherwise modified from time to time, as was previously supplemented and as supplemented as of the Issue Date by the execution and
delivery of a joinder agreement by the Collateral Agent, the Trustee, the Term Facility Administrative Agent, the Term Loan Collateral
Agent, the Revolving Facility Administrative Agent, the Revolving Facility Collateral Agent, Berry Global Group, Inc. (formerly known
Berry Plastics Group, Inc.), the Issuer and the Subsidiary Guarantors.


 


“Senior Secured Obligations” means
(a) with respect to the Revolving Facility Obligations (to the extent such Obligations are secured by Collateral other than Revolving
Facility Senior Collateral), the Senior Fixed Obligations, and (b) with respect to Term Loan Obligations, the Note Obligations and any
Series of First Priority Lien Obligations other than Revolving Facility Obligations (to the extent such Obligations are secured by the
Revolving Facility Senior Collateral), the Revolving Facility Obligations; all of the foregoing obligations described in clause (a) or
clause (b) being a separate “Class” of Senior Secured Obligations.


 


“Series” means (a) each of the Term
Loan Obligations, Note Obligations and each series of any Other First Priority Lien Obligations, each of which shall constitute a separate
Series of the Class of Senior Secured Obligations constituting Senior Fixed Obligations, except that to the extent that any two series
of such Other First Priority Lien Obligations (i) are secured by identical Collateral held by a common collateral agent, (ii) have their
security interests documented by a single set of security documents and (iii) the two series are issued or incurred either on the same
date or within 30 days of the issuance or incurrence of each other, each such series of Other First Priority Lien Obligations shall collectively
constitute a single Series; and (b) the Revolving Facility Obligations, which shall constitute the single Series of the Class of Senior
Secured Obligations constituting Revolving Facility Obligations. With respect to the Senior Fixed Obligations Secured Parties, the Senior
Fixed Obligations Secured Parties with respect to each Series of Senior Fixed Obligations shall constitute a separate Series of Senior
Fixed Obligations Secured Parties.


 


“Significant Subsidiary” means any
Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation
S-X promulgated by the SEC.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of
the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation, those
relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking.


 


“Stated Maturity” means, with respect
to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due
and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency
has occurred).


 


“Subordinated Indebtedness” means (a)
with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Securities, and
(b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor which is by its terms subordinated in right
of payment to its Subsidiary Guarantee.


 






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“Subsidiary” means, with respect to
any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company)
of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture
or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests
or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited
partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise
controls such entity.


 


“Subsidiary Guarantee” means any guarantee,
other than the Parent Guarantee, of the obligations of the Issuer under this Indenture and the Securities by any Restricted Subsidiary
in accordance with the provisions of this Indenture.


 


“Subsidiary Guarantor” means any Restricted
Subsidiary that Incurs a Subsidiary Guarantee; provided that upon the release or discharge of such Person from its Subsidiary Guarantee
in accordance with this Indenture, such Person ceases to be a Subsidiary Guarantor. For the avoidance of doubt, Parent Guarantor shall
not constitute a Subsidiary Guarantor.


 


“Tax Distributions” means the payment
of dividends or other distributions to any direct or indirect parent of the Issuer in amounts required for such parent to pay federal,
state or local income taxes (as the case may be) imposed directly on such parent to the extent such income taxes are attributable to the
income of the Issuer and its Restricted Subsidiaries (including, without limitation, by virtue of such parent being the common parent
of a consolidated or combined tax group of which the Issuer and/or its Restricted Subsidiaries are members.


 


“Term Facility Administrative Agent”
means Credit Suisse, Cayman Islands Branch, as administrative agent for the lenders under the Term Loan Credit Agreement, together with
its successors and permitted assigns under the Term Loan Credit Agreement exercising substantially the same rights and powers, or such
other agent as may from time to time be appointed thereunder.


 


“Term Loan Collateral Agent” means
Credit Suisse, Cayman Islands Branch, as collateral agent for the lenders under the Term Loan Credit Agreement, together with its respective
successors and permitted assigns under the Term Loan Credit Agreement exercising substantially the same rights and powers, or such other
agent as may from time to time be appointed thereunder.


 


“Term Loan Credit Agreement” means
that certain Second Amended and Restated Term Loan Credit Agreement, dated April 3, 2007, by and among the Issuer, Berry Global Group,
Inc., Credit Suisse, Cayman Islands Branch, as administrative agent, and the other lenders party thereto, as amended by the Incremental
Assumption Agreement, dated as of February 8, 2013, the Incremental Assumption Agreement, dated as of January 6, 2014, the Incremental
Assumption Agreement, dated as of October 1, 2015, that certain Incremental Assumption Agreement and Amendment, dated as of June 15, 2016,
that certain Incremental Assumption Agreement, dated as of January 19, 2017, that certain Incremental Assumption Agreement, dated as of
February 10, 2017, that certain Incremental Assumption Agreement, dated as of August 10, 2017, that certain Incremental Assumption Agreement,
dated as of November 27, 2017, that certain Incremental Assumption Agreement and Amendment dated as of February 12, 2018, that certain
Incremental Assumption Agreement dated as of May 16, 2018, that certain Amendment Agreement dated as of April 10, 2019, that certain Incremental
Assumption Agreement and Amendment, dated as of July 1, 2019, that certain Incremental Assumption Agreement, dated as of October 18, 2019,
that certain Incremental Assumption Agreement, dated as of December 17, 2019, and that certain Incremental Assumption Agreement and Amendment,
dated as of March 4, 2021, and as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with
the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any
agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness
under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.


 






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“Term Loan Lenders” means the “Lenders”
under and as defined in the Term Loan Credit Agreement.


 


“Term Loan Obligations” means all Security
Agreement Obligations now or hereafter owing to Term Loan Secured Parties, and all other indebtedness and obligations now or hereafter
owing to the Term Loan Secured Parties that is secured by any of the Bank Agreement Security Documents.


 


“Term Loan Secured Parties” means,
at any time, (a) the Term Loan Lenders, (b) the Term Facility Administrative Agent and the Term Loan Collateral Agent, (c) the beneficiaries
of each indemnification obligation undertaken by the Issuer and any Subsidiary Guarantor party to the Term Loan Credit Agreement under
any Loan Document (as defined in the Term Loan Credit Agreement) and (d) the successors and permitted assigns of each of the foregoing.


 


“TIA” means the Trust Indenture Act
of 1939 (15 U.S.C. Sections 77aaa and 77bbbb) as in effect on the date of this Indenture, except as otherwise provided herein.


 


“Total Assets” means the total consolidated
assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer.


 


“Treasury Rate” means, with respect
to any redemption date, (i) the yield, calculated as the average of the five most recent daily rates published in the statistical release(s)
designated “H.15”or any successor publication which is published by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after
the Par Call Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month);
or (ii) if the release referred to above (or any successor release) is not published during the week preceding the calculation date or
does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the
third business day preceding such redemption date. As used in the immediately preceding sentence and in the definition of “Reference
Treasury Dealer Quotations” above, the term “business day” means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or obligated by law or executive order to close.


 


“Trust Officer” means:


 


(1)         any
officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s
knowledge of and familiarity with the particular subject, and


 


(2)         who
shall have direct responsibility for the administration of this Indenture.


 


“Trustee” means the party named as
such in the Preamble of this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Unrestricted Subsidiary” means:


 


(1)         BP
Parallel LLC, for so long as such Person is a Subsidiary of the Issuer and is not designated as a Restricted Subsidiary by the Board of
Directors of the Issuer;


 






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(2)         any
Subsidiary of the Issuer that at the time of determination shall be designated an “Unrestricted Subsidiary” (or equivalent
thereof) under the Credit Agreements or the Existing First Priority Notes; and


 


(3)         any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Government Obligations” means
securities that are:


 


(1)         direct
obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or


 


(2)         obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,


 


which, in each case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act)
as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government
Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on
the U.S. Government Obligations evidenced by such depository receipt.


 


“Voting Stock” of any Person as of
any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such
Person.


 


“Wholly Owned Restricted Subsidiary”
means any Wholly Owned Subsidiary that is a Restricted Subsidiary.


 


“Wholly Owned Subsidiary” of any Person
means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’
qualifying shares or shares required to be held by Foreign Subsidiaries) shall at the time be owned by such Person or by one or more Wholly
Owned Subsidiaries of such Person.


 


SECTION 1.02.           
Other Definitions.


 


	Term	Defined

in Section
	 	 
	“Affiliate Transaction”	4.07
	“Agent Members” 	Appendix A
	“Appendix”	Preamble
	“Change of Control Offer” 	4.08(b)
	“Change of Control Reversion Date” 	4.16(d)
	“Clearstream” 	Appendix A
	“covenant defeasance option”	8.01(c)
	“Covenant Suspension Event” 	4.16(b)
	“Custodian”	6.01
	“Definitive Security”	Appendix A
	“Downgrade Reversion Date” 	4.16(c)
	“Euroclear”	Appendix A
	“Event of Default”	6.01
	“Exchange Security” 	Preamble
	“Global Securities” 	Appendix A



 






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	Term	Defined

in Section
	 	 
	“Global Securities Legend”	Appendix A
	“Guaranteed Obligations”	12.01(a)
	“IAI”	Appendix A
	“incorporated provision”	13.01
	“Initial Purchasers”	Appendix A
	“legal defeasance option”	8.01
	“Mortgage Amendment”	4.19
	“Notice of Default”	6.01
	“Original Securities”	Preamble
	“Paying Agent”	2.04(a)
	“Payor”	4.17
	“protected purchaser”	2.08
	“Purchase Agreement”	Appendix A
	“QIB”	Appendix A
	“Registered Exchange Offer” 	Appendix A
	“Registrar”	2.04(a)
	“Registration Rights Agreement” 	Appendix A
	“Regulation S”	Appendix A
	“Regulation S Global Securities”	Appendix A
	“Regulation S Permanent Global Security”	Appendix A
	“Regulation S Temporary Global Security”	Appendix A
	“Regulation S Securities”	Appendix A
	“Restricted Period”	Appendix A
	“Restricted Securities Legend”	Appendix A
	“Rule 144A”	Appendix A
	“Rule 144A Global Securities” 	Appendix A
	“Rule 144A Securities”	Appendix A
	“Rule 501”	Appendix A
	“Securities Custodian”	Appendix A
	“Shelf Registration Statement” 	Appendix A
	“Successor Company”	5.01(a)
	“Successor Subsidiary Guarantor”	5.01(b)
	“Transfer”	5.01(b)
	“Transfer Restricted Securities”	Appendix A
	“Unrestricted Definitive Security	Appendix A
	“Unrestricted Global Security” 	Appendix A


 


SECTION 1.03.           
Incorporation by Reference of Trust Indenture Act


 


. This Indenture incorporates by reference certain
provisions of the TIA. The following TIA terms have the following meanings:


 


“indenture securities” means
the Securities and the Guarantees.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“Obligor” on the indenture
securities means the Issuer, the Parent Guarantor, the Subsidiary Guarantors and any other obligor on the Securities.


 






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All other TIA terms used in this Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions.


 


SECTION 1.04.           
Rules of Construction. Unless the context otherwise requires:


 


(a)         a
term has the meaning assigned to it;


 


(b)        an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)         “or”
is not exclusive;


 


(d)         “including”
means including without limitation;


 


(e)         words
in the singular include the plural and words in the plural include the singular;


 


(f)          unsecured
Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;


 


(g)         the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be
shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;


 


(h)         the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;


 


(i)          unless
otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made,
and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;


 


(j)          “$”
and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at the time
of payment is legal tender for payment of public and private debts; and


 


(k)         whenever
in this Indenture or the Securities there is mentioned, in any context, principal, interest or any other amount payable under or with
respect to any Securities, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that,
in such context, Additional Interest is, was or would be payable in respect thereof.


 


ARTICLE 2



THE SECURITIES


 


SECTION 2.01.           
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
on the Issue Date is $400,000,000 in initial aggregate principal amount of Securities.


 


The Issuer may from time to time after the
Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the
Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities
are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued
after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.08(c) or the Appendix), there shall be (a)
established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) set forth or determined in the manner
provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance
of such Additional Securities:


 






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(1)         the
aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,


 


(2)         the
issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall
accrue;


 


(3)         if
applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in
such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global
Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set
forth in Section 2.2 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities
registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than
the depositary for such Global Security or a nominee thereof; and


 


(4)         if
applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities
as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B.


 


If any of the terms of any Additional Securities
are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such
action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery
of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities.


 


The Securities, including any Additional Securities,
shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase.


 


SECTION 2.02.           
Form and Dating. Provisions relating to the Original Securities the Additional Securities and the Exchange Securities are
set forth in the Appendix, which is hereby incorporated into and expressly made a part of this Indenture. The (i) Original Securities
and the Trustee’s certificate of authentication and (ii) any Additional Securities (if issued as Transfer Restricted Securities)
and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated
in and expressly made a part of this Indenture. The (i) Exchange Securities and the Trustee’s certificate of authentication and
(ii) any Additional Securities issued other than as Transfer Restricted Securities and the Trustee’s certificate of authentication
shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture.
The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which any Obligor is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Security
shall be dated the date of its authentication. The Securities shall be issuable only in registered form without interest coupons and in
denominations of $2,000 and any integral multiples of $1,000.


 


SECTION 2.03.            Execution
and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by
one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $400,000,000 in
initial aggregate principal amount of Securities, (b) subject to the terms of this Indenture, Additional Securities in an aggregate
principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a
Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of the Original Securities
exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall
specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated
and whether the Securities are to be Original Securities or Exchange Securities. Notwithstanding anything to the contrary in this
Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least
$2,000 and integral multiples of $1,000 in excess of $2,000.


 






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One Officer shall sign the Securities for the Issuer
by manual or facsimile signature.


 


If an Officer whose signature is on a Security
no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.


 


A Security shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.


 


The Trustee may appoint one or more authenticating
agents reasonably acceptable to the Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed
by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices
and demands.


 


SECTION 2.04.           
Registrar and Paying Agent.


 


(a)                
The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange
(the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying
Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying
Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as the Registrar, Paying
Agent and the Securities Custodian with respect to the Global Securities.


 


(b)                
The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The
Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of
its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.


 


(c)                
The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced
by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered
to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of
a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer
and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns
as Trustee in accordance with Section 7.08.


 


SECTION 2.05.            Paying
Agent to Hold Money in Trust. Prior to or on each due date of the principal of and interest on any Security, the Issuer shall
deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust
for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The
Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Securities,
and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Wholly Owned Subsidiary of
the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the
Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further
liability for the money delivered to the Trustee.


 






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SECTION 2.06.           
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to
furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.


 


SECTION 2.07.           
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender
of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request
to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are
presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuer may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The
Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of
15 days before the mailing of a notice of redemption of Securities to be redeemed.


 


Prior to the due presentation for registration
of transfer of any Security, the Issuer, the other Obligors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person
in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and
interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer,
any other Obligor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


Any Holder of a beneficial interest in a Global
Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be
effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial
interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected
in a book entry.


 


All Securities issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as
the Securities surrendered upon such transfer or exchange.


 


SECTION 2.08.            Replacement
Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has
been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) satisfies the Issuer or the Trustee within a
reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being
acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c)
satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment
of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may
suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security
(including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated,
lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay
such Security instead of issuing a new Security in replacement thereof.


 






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Every replacement Security is an additional obligation
of the Issuer.


 


The provisions of this Section 2.08 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Securities.


 


SECTION 2.09.           
Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.06,
a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.


 


If a Security is replaced pursuant to Section 2.08
(other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof
satisfactory to them that the replaced Security is held by a protected purchaser. A mutilated Security ceases to be outstanding upon surrender
of such Security and replacement thereof pursuant to Section 2.08.


 


If a Paying Agent segregates and holds in trust,
in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


SECTION 2.10.           
Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until
such Definitive Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of Definitive Securities but may have variations that the Issuer considers appropriate for
temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Securities and
make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency
of the Issuer, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits
and privileges as Definitive Securities.


 


SECTION 2.11.           
Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying
Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and
no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose
of canceled Securities in accordance with its customary procedures. The Issuer may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities
other than pursuant to the terms of this Indenture.


 


SECTION 2.12.            Defaulted
Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then
borne by the Securities (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the
defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be sent
to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be
paid.


 






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SECTION 2.13.           
CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common Code”
numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices
of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption that reliance
may be placed only on the other identification numbers printed on the Securities and that any such redemption shall not be affected by
any defect in or omission of such numbers. The Issuer shall promptly advise the Trustee in writing of any change in the CUSIP numbers,
ISINs and “Common Code” numbers.


 


SECTION 2.14.           
Calculation of Principal Amount of Securities. The aggregate principal amount of the Securities, at any date of determination,
shall be the principal amount of the Securities outstanding at such date of determination. With respect to any matter requiring consent,
waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage
shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of
Securities, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Securities
then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture.
Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’
Certificate.


 


ARTICLE 3



REDEMPTION


 


SECTION 3.01.           
Redemption. The Securities may be redeemed, in whole, or from time to time in part, subject to the conditions and at the
redemption prices set forth in Paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated
by reference and made a part of this Indenture, together with accrued and unpaid interest to, but not including, the redemption date.


 


SECTION 3.02.           
Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required
by any provision of this Indenture, shall be made in accordance with such provision and this Article.


 


SECTION 3.03.            Notices
to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the
Security, it shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. Such notice may be
conditional. The Issuer shall give notice to the Trustee provided for in this paragraph at least 30 days but not more than 60 days
before a redemption date if the redemption is pursuant to Paragraph 5 of the Security, unless a shorter period is acceptable to the
Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Issuer to the effect
that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15
days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being
sent to any Holder and shall thereby be void and of no effect.


 






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SECTION 3.04.           
Selection of Securities to Be Redeemed. In the case of any partial redemption, selection of Securities for redemption will
be made by the Trustee by lot in accordance with the depositary’s procedures; provided that no Securities of $2,000 or less
shall be redeemed in part. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions
of them the Trustee selects shall be in amounts of $2,000 or any integral multiple of $1,000. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuer promptly
of the Securities or portions of Securities to be redeemed.


 


SECTION 3.05.           
Notice of Optional Redemption.


 


(a)                
At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Security, the Issuer shall mail
or cause to be mailed by first-class mail or cause to be sent electronically a notice of redemption to each Holder whose Securities are
to be redeemed.


 


Any such notice shall identify the Securities to
be redeemed and shall state:


 


(i)             
the redemption date;


 


(ii)             the redemption price and the amount of accrued interest to, but not including, the redemption date;


 


(iii)            the
name and address of the Paying Agent;


 


(iv)            that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued
interest;


 


(v)             if
fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities
to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding
after such partial redemption;


 


(vi)            that,
unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the
terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption
date;


 


(vii)           the
CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and


 


(viii)          that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number,
if any, listed in such notice or printed on the Securities.


 


(b)               
At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s
expense. In such event, the Issuer shall provide the Trustee with the information required by this Section at least 10 days (or such shorter
period as shall be acceptable to the Trustee) prior to the date such notice is to be provided to Holders and such notice may not be canceled.


 


SECTION 3.06.            Effect
of Notice of Redemption. Once notice of redemption is mailed or sent in accordance with Section 3.05, Securities called for
redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the
final sentence of paragraph 5 of the Securities. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided, however,
that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall
be payable to the Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the notice to any other Holder.


 






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SECTION 3.07.           
Deposit of Redemption Price. With respect to any Securities, prior to 10:00 a.m., New York City time, on the redemption
date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed
on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee
for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption
so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest
(if any) on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture.


 


SECTION 3.08.           
Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of
the Security surrendered.


 


ARTICLE 4



COVENANTS


 


SECTION 4.01.           
Payment of Securities. The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. An installment of principal or interest shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on
that date pursuant to the terms of this Indenture.


 


The Issuer shall pay interest on overdue principal
at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate borne
by the Securities to the extent lawful.


 


SECTION 4.02.           
Reports and Other Information.


 


(a)                
Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations
promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each
Holder, within 15 days after it files them with the SEC):


 


(i)             
within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable
form) containing the information required to be contained therein (or required in such successor or comparable form),


 






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(ii)        
 within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable
form) containing the information required to be contained therein (or required in such successor or comparable form),


 


(iii)       
promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period
specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and


 


(iv)        any other information, documents and other reports which the Issuer would be required to file with the SEC if it were
subject to Section 13 or 15(d) of the Exchange Act;


 


provided, however, that the Issuer shall not be so obligated
to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information
to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in
addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be
required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that
the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been
posted on such website.


 


(b)          
In the event that:


 


(i)        
the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent
entity’s level on a consolidated basis, and


 


(ii)       
such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership,
directly or indirectly, of the Capital Stock of the Issuer,


 


such consolidated reporting at such parent entity’s level in
a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.


 


(c)          
The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long
as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise
permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


Notwithstanding the foregoing, the Issuer will
be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the
SEC via the EDGAR filing system and such reports are publicly available; provided, however, that the Trustee shall have
no responsibility whatsoever to determine whether or not the Issuer has made such filing.


 


(a) So long as the Parent Guarantee is in effect,
or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, the Issuer
may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial
information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied
by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor,
or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one
hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis,
on the other hand.


 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).


 






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SECTION 4.03.        
Reserved.


 


SECTION 4.04.        
Reserved.


 


SECTION 4.05.        
Reserved.


 


SECTION 4.06.        
Reserved.


 


SECTION 4.07.        
Reserved.


 


SECTION 4.08.        
Change of Control Triggering Event.


 


(a)          
Upon a Change of Control Triggering Event, each Holder shall have the right to require the Issuer to repurchase all or any part
of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however,
that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuer shall not be obligated to purchase any Securities
pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Securities in accordance with Article 3 of this
Indenture. In the event that at the time of such Change of Control Triggering Event the terms of any Bank Indebtedness restrict or prohibit
the repurchase of Securities pursuant to this Section 4.08, then prior to the mailing or sending electronically of the notice to the Holders
provided for in Section 4.08(b) but in any event within 30 days following any Change of Control Triggering Event, the Issuer shall (i)
repay in full all such Bank Indebtedness or, if doing so will allow the purchase of Securities, offer to repay in full all Bank Indebtedness
and repay all such Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements
governing such Bank Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b).


 


(b)         
Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuer has exercised its right to
redeem the Securities in accordance with Article 3 of this Indenture, the Issuer shall mail or send electronically a notice (a “Change
of Control Offer”) to each Holder with a copy to the Trustee stating:


 


(1)          
that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to repurchase such
Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of repurchase (subject to the right of the Holders of record on a record date to receive interest on the relevant
interest payment date);


 


(2)          
the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event;


 


(3)          
the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and


 


(4)          
the instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Securities
purchased.


 


(c)          
Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed,
to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled
to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a facsimile
transmission or letter sent to the address specified in Section 13.02 or set forth in the notice described in Section 4.08(b) setting
forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that
such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be
issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.


 






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(d)         
 On the purchase date, all Securities purchased by the Issuer under this Section shall be delivered to the Trustee for cancellation,
and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.


 


(e)          
A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control,
if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


 


(f)          
Notwithstanding the other provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon
a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Securities
validly tendered and not withdrawn under such Change of Control Offer.


 


(g)         
If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw
such Securities in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer
as described above, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Issuer or such third party
will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase
pursuant to the Change of Control Offer described above, to redeem all Securities that remain outstanding following such purchase at a
price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.


 


(h)         
Securities repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding
or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to the preceding clause (f)
or (g) will have the status of Securities issued and outstanding.


 


(i)          
At the time the Issuer delivers Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver
an Officers’ Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms
of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent,
mails or delivers payment therefor to the surrendering Holder.


 


(j)          
Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions
precedent contained herein to the right of the Issuer to make such offer have been complied with.


 


(k)          
The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.08. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof.


 


SECTION 4.09.        
Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Issuer, beginning with the fiscal year ending on or about September 30, 2021, an Officers’ Certificate (which Officers’ Certificate
shall be signed by two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer or
the principal accounting officer of the Issuer) stating that in the course of the performance by the signers of their duties as Officers
of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during
such period. If they do, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take
with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA.


 






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SECTION 4.10.       
Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 4.11.        
Future Subsidiary Guarantors. The Issuer shall cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such
Subsidiary is a Receivables Subsidiary) that is an obligor under:


 


(i)        
the Credit Agreements, or


 


(ii)       
any capital markets debt securities in aggregate principal amount in excess of $100.0 million,


 


to execute and deliver to the Trustee (x) a supplemental
indenture substantially in the form of Exhibit D pursuant to which such Subsidiary shall guarantee the Issuer’s Obligations under
the Securities and this Indenture and (y) joinders to the Security Documents and take all actions required thereunder to perfect the liens
created thereunder, to grant to the Collateral Agent a perfected security interest in the Collateral of such Restricted Subsidiary.


 


SECTION 4.12.       
Liens.


 


The Issuer shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien other than Permitted Liens on any
asset or property of the Issuer or such Restricted Subsidiary securing Indebtedness unless such Lien securing such Indebtedness of the
Issuer or such Restricted Subsidiary is junior to the Liens securing the Note Obligations upon the assets or property constituting the
collateral for such Indebtedness, on terms no less favorable in any material respect to the Holders than the terms set forth in the Second
Priority Intercreditor Agreement. In the case of any Permitted Lien that secures First Priority Lien Obligations, the Securities shall
be equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Securities)
the obligations so secured on terms no less favorable in any material respect to the Holders than the terms set forth in the Second Priority
Intercreditor Agreement; provided that the First Priority Lien Obligations that are Obligations in respect of a Revolving Credit
Agreement may be secured on a senior basis with respect to any Revolving Facility Senior Collateral to Liens securing the Note Obligations
with respect to such collateral, on terms no less favorable in any material respect to the Holders than the terms set forth in the Second
Priority Intercreditor Agreement.


 


For purposes of determining compliance with this
Section 4.12, in the event that a Lien meets the criteria of more than one of the categories of permitted Liens described in the definition
of “Permitted Liens” or pursuant to Section 4.12(a), the Issuer shall, in its sole discretion, classify or reclassify, or
later divide, classify or reclassify, such Lien in any manner that complies with this Section 4.12.


 


SECTION 4.13.       
Maintenance of Office or Agency.


 


(a)          
The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in
respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the corporate trust office of the Trustee as set forth in Section 13.02.


 


(b)          
The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes.
The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of
any such other office or agency.


 






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(c)                
 The Issuer hereby designates the corporate trust office of the Trustee or its Agent as such office or agency of the Issuer in
accordance with Section 2.04.


 


SECTION 4.14.        
Amendment of Security Documents. The Issuer shall not amend, modify or supplement, or permit or consent to any amendment,
modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except
as contemplated by the Intercreditor Agreements or as permitted under Article 9.


 


SECTION 4.15.        
After-Acquired Property. Upon the acquisition by the Issuer or any Subsidiary Guarantor of any First Priority After-Acquired
Property, the Issuer or such Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing
statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Collateral Agent a perfected security
interest, subject only to Permitted Liens, in such First Priority After-Acquired Property and to have such First Priority After-Acquired
Property (but subject to certain limitations, if applicable, including as described in the Security Documents) added to the Collateral,
and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such First Priority After-Acquired
Property to the same extent and with the same force and effect; provided, however, that if granting such first-priority security interest
in such First Priority After-Acquired Property requires the consent of a third party, the Issuer shall use commercially reasonable efforts
to obtain such consent with respect to the first -priority interest for the benefit of the Trustee on behalf of the Holders; provided
further, however, that if such third party does not consent to the granting of such first -priority security interest after the use of
such commercially reasonable efforts, the Issuer or such Subsidiary Guarantor, as the case may be, will not be required to provide such
security interest.


 


SECTION 4.16.       
Reserved..


 


SECTION 4.17.       
Reserved.


 


SECTION 4.18.       
Reserved.


 


SECTION 4.19.         Mortgages.
The Issuer and the Subsidiary Guarantors shall use commercially reasonable efforts to deliver to the Trustee and the Collateral
Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date, (a)(i)
counterparts of each Mortgage or an amendment to each existing Mortgage granted to the Collateral Agent (a “Mortgage
Amendment”), as applicable, to be entered into with respect to each Real Property that also secures the other First Priority
Lien Obligations, duly executed and delivered by the record owner of such Real Property sufficient to grant to the Collateral Agent,
for its benefit and the benefit of the Trustee and the holders of the Securities a valid first priority mortgage lien on such Real
Property and otherwise suitable for recording or filing which Mortgage or Mortgage Amendment, as applicable, may be in a form
consistent with such mortgages securing the other First Priority Lien Obligations previously delivered and shall otherwise be in
form and substance acceptable to the Collateral Agent and (ii) opinions and such other documents including, but not limited to, any
consents, agreements and confirmations of third parties with respect to any such Mortgage or Mortgage Amendment, as applicable, in
each case consistent in form and substance with such documents as have been previously delivered in connection with the other First
Priority Lien Obligations, and (b) title insurance policies or title insurance date-down endorsements, as applicable, in each case
consistent in form and substance with such title insurance policies as have been previously delivered in connection with the other
First Priority Lien Obligations, and paid for by the Company, issued by a nationally recognized title insurance company (which may
be the same as the title insurance company or companies insuring the mortgages securing the other First Priority Lien Obligations)
insuring the lien of each Mortgage or Mortgage Amendment, as applicable, as a valid first priority Lien on such Real Property to be
entered into on or after the Issue Date as a valid Lien on the applicable property described therein, free of any other Liens,
except for Permitted Liens, together with such customary endorsements, and with respect to any such property located in a state in
which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality in a form acceptable to the
Collateral Agent.


 






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ARTICLE 5


 


SUCCESSOR COMPANY


 


SECTION 5.01.        
When Issuer May Merge or Transfer Assets.


 


(a)          
The Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether
or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to, any Person (including, in each case, pursuant to a Delaware LLC Division)
unless:


 


(i)        
the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, Delaware
LLC Division, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the
United States, any state thereof, the District of Columbia, or any territory of the United States (the Issuer or such Person, as the case
may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a
corporation, a co-obligor of the Securities is a corporation;


 


(ii)        
the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture, the
Securities and the Security Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory
to the Trustee;


 


(iii)       
immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor
Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such
Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;


 


(iv)       
[reserved];


 


(v)       
each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture
confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and


 


(vi)      
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.


 


The Successor Company (if other than the Issuer)
shall succeed to, and be substituted for, the Issuer under this Indenture, the Securities and the Security Documents, and in such event
the Issuer will automatically be released and discharged from its obligations under this Indenture, the Securities and the Security Documents.
Notwithstanding the foregoing clauses (iii) of this Section 5.01(a), (A) any Restricted Subsidiary may merge, consolidate or amalgamate
with or transfer all or part of its properties and assets to the Issuer or to another Restricted Subsidiary, and (B) the Issuer may merge,
consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the
United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long
as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. This Article 5 will not apply to
a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.


 






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(b)         
 Subject to the provisions of Section 12.02(b) (which govern the release of a Subsidiary Guarantee upon the sale or disposition
of a Restricted Subsidiary of the Issuer that is a Subsidiary Guarantor), no Subsidiary Guarantor shall, and the Issuer shall not permit
any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is
the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, any Person including, in each case, pursuant to a Delaware LLC Division unless:


 


(i)        
either (a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation,
Delaware LLC Division, or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws
of the United States, any state thereof, the District of Columbia, or any territory of the United States (such Subsidiary Guarantor or
such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor” ) and the Successor Subsidiary Guarantor
(if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture, such
Subsidiary Guarantor’s Subsidiary Guarantee and the Security Documents pursuant to a supplemental indenture or other documents or
instruments in form reasonably satisfactory to the Trustee and the Collateral Agent or (b) such sale or disposition or consolidation,
amalgamation, Delaware LLC Division, or merger is not in violation of this Indenture; and


 


(ii)        
the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer
and such supplemental indenture (if any) comply with this Indenture.


 


Except as otherwise provided in this Indenture,
the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary
Guarantor under this Indenture, such Subsidiary Guarantor’s Subsidiary Guarantee and the Security Documents, and such Subsidiary
Guarantor will automatically be released and discharged from its obligations under this Indenture, such Subsidiary Guarantor’s Subsidiary
Guarantee and the Security Documents. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with
an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state of the United States, the
District of Columbia or any territory of the United States so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased
thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with another Subsidiary Guarantor or the Issuer.


 


In addition, notwithstanding the foregoing, any
Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Subsidiary
Guarantor or (y) any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor; provided that at the time of each such Transfer
pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed 5.0% of the consolidated assets
of the Issuer and the Subsidiary Guarantors as shown on the most recent available balance sheet of the Issuer and the Restricted Subsidiaries
after giving effect to each such Transfer and including all Transfers occurring from and after the Issue Date.


 


ARTICLE 6



DEFAULTS AND REMEDIES


 


SECTION 6.01.       
Events of Default. An “Event of Default” with respect to the Securities occurs if:


 


(a)           there
is a default in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period
of 30 days,


 






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(b)           there
is a default in the payment of principal or premium, if any, of any Security when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise,


 


(c)           the
Issuer or any of its Restricted Subsidiaries fails to comply with its obligations under Section 5.01,


 


(d)           the Issuer or any of its Restricted
Subsidiaries fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clause (a),
(b) or (c) above) and such failure continues for 60 days after the notice specified below,


 


(e)           the Issuer or any Significant
Subsidiary fails to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable
grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case,
if the total amount of such Indebtedness unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent,


 


(f)              the Issuer or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)         commences a voluntary case;


 


(ii)        consents to the entry of an order for relief against
it in an involuntary case;


 


(iii)       consents to the appointment of a Custodian of it
or for any substantial part of its property; or


 


(iv)       makes a general assignment for the benefit of its
creditors or takes any comparable action under any foreign laws relating to insolvency,


 


(g)             a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)         is for relief against the Issuer or any Significant
Subsidiary in an involuntary case;


 


(ii)        appoints a Custodian of the Issuer or any Significant
Subsidiary or for any substantial part of its property; or


 


(iii)       orders the winding up or liquidation of the Issuer
or any Significant Subsidiary;


 


or any similar relief is granted under any foreign laws and
the order or decree remains unstayed and in effect for 60 days,


 


(h)           the
Issuer or any Significant Subsidiary fails to pay final judgments aggregating in excess of $50.0 million or its foreign currency equivalent
(net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged,
waived or stayed for a period of 60 days following the entry thereof,


 


(i)            any
Subsidiary Guarantee of a Significant Subsidiary with respect to the Securities ceases to be in full force and effect (except as contemplated
by the terms thereof) or any Subsidiary Guarantor denies or disaffirms its obligations under this Indenture or any Subsidiary Guarantee
with respect to the Securities and such Default continues for 10 days,


 






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(j)            unless
all of the Collateral has been released from the First Priority Liens in accordance with the provisions of the Security Documents with
respect to the Securities, the Issuer shall assert or any Subsidiary Guarantor shall assert, in any pleading in any court of competent
jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of
the Issuer, the Issuer fails to cause such Subsidiary to rescind such assertions within 30 days after the Issuer has actual knowledge
of such assertions, or


 


(k)            the
Issuer or any Subsidiary Guarantor fails to comply for 60 days after notice with its other agreements contained in the Security Documents
except for a failure that would not be material to the Holders of the Securities and would not materially affect the value of the Collateral
taken as a whole.


 


The foregoing shall constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.


 


The term “Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


A Default under clause (d) or (k) above shall not
constitute an Event of Default until the Trustee notifies the Issuer or the Holders of at least 25% in principal amount of the outstanding
Securities notify the Issuer and the Trustee of the Default and the Issuer does not cure such Default within the time specified in clause
(d) or (k) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice
is a “Notice of Default.” The Issuer shall deliver to the Trustee, within five (5) Business Days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time
or both would become, an Event of Default, its status and what action the Issuer is taking or propose to take with respect thereto.


 


SECTION 6.02.       
Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to
the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities, by notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on
all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding,
no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer
and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with respect
to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the outstanding
Securities by notice to the Trustee may rescind any such acceleration and its consequences.


 


In the event of any Event of Default specified
in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled,
waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default
arose the Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis
for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it
being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived
or rescinded upon the happening of any such events.


 






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SECTION 6.03.         Other
Remedies. If an Event of Default with respect to the Securities occurs and is continuing, the Trustee may pursue any available
remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any
provision of the Securities, this Indenture or the Security Documents.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies
are cumulative.


 


SECTION 6.04.       
Waiver of Past Defaults. Provided the Securities are not then due and payable by reason of a declaration of acceleration,
the Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default or Event
of Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising
from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a Default in respect
of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is
deemed cured and the Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but
no such waiver shall extend to any subsequent or other Default or impair any consequent right.


 


SECTION 6.05.       
Control by Majority. Subject to the terms of the Intercreditor Agreements, the Holders of a majority in principal amount
of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve
the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or not taking such action.


 


SECTION 6.06.        
Limitation on Suits.


 


(a)          
Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy
with respect to this Indenture or the Securities unless:


 


(i)         
the Holder gives to the Trustee written notice stating that an Event of Default is continuing;


 


(ii)        
the Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to pursue the
remedy;


 


(iii)      
such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


 


(iv)      
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity;
and


 


(v)       
the Holders of a majority in principal amount of the outstanding Securities do not give the Trustee a direction inconsistent with
the request during such 60-day period.


 


(b)         
A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another
Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders).


 






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SECTION 6.07.        
Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed
or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.


 


SECTION 6.08.        
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing with respect
to Securities, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other Obligor
on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any
unpaid interest at the rate provided for in such Securities) and the amounts provided for in Section 7.07.


 


SECTION 6.09.       
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances
of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)),
the Holders of Securities then outstanding allowed in any judicial proceedings relative to the Issuer or any Obligors, its creditors or
its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such
matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy
or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.


 


SECTION 6.10.        
Priorities. Subject to the provisions of the Intercreditor Agreements and the Security Documents, if the Trustee collects
any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:


 


FIRST: to the Trustee and the Collateral
Agent for amounts due under Section 7.07;


 


SECOND: to the Holders for amounts due
and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Securities for principal and interest, respectively; and


 


THIRD: to the Issuer.


 


The Trustee may fix a record date and payment date
for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall send to each Holder
and the Issuer a notice that states the record date, the payment date and amount to be paid.


 


SECTION 6.11.        
Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims
or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the Securities.


 






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SECTION 6.12.       
Waiver of Stay or Extension Laws. Neither the Issuer nor the Parent Guarantor nor any Subsidiary Guarantor (to the extent
it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer, the Parent Guarantor and each Subsidiary Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.


 


ARTICLE 7


 


TRUSTEE


 


SECTION 7.01.       
Duties of Trustee.


 


(a)          
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(b)         
Except during the continuance of an Event of Default:


 


(i)        
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee
to do things enumerated in this Indenture shall not be construed as a duty); and


 


(ii)        
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same
as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates
or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


(c)          
The Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its
own willful misconduct, except that:


 


(i)        
this paragraph does not limit the effect of paragraph (b) of this Section;


 


(ii)        
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts;


 


(iii)       
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05; and


 


(iv)       
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(d)         
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.


 






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(e)          
 The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(f)           
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)          
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section and the provisions of the TIA.


 


SECTION 7.02.        
Rights of Trustee.


 


(a)          
The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)          
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate
or Opinion of Counsel.


 


(c)          
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care.


 


(d)         
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.


 


(e)          
The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)           
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested
in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry
or investigation.


 


(g)          
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction.


 


(h)          
The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including as Collateral Agent, and each agent, custodian
and other Person employed to act hereunder.


 


(i)           
The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less
than a majority in principal amount of the outstanding Securities as to the time, method and place of conducting any proceedings for any
remedy available to the Trustee or the exercising of any power conferred by this Indenture.


 






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(j)           
 Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority
or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Security shall
be conclusive and binding upon future Holders of Securities and upon Securities executed and delivered in exchange therefor or in place
thereof.


 


(k)          
In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(l)           
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(m)         
The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 


(n)         
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this Indenture.


 


SECTION 7.03.       
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Issuer or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent
or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.


 


SECTION 7.04.       
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy
of this Indenture, the Parent Guarantee, any Subsidiary Guarantee or the Securities, it shall not be accountable for the Issuer’s
use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer, the Parent Guarantor, or any
Subsidiary Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other
than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default
under Sections 6.01(c), (d), (e), (h), or (i) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall
have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 13.02 hereof from
the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely
as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holders of Securities
and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the
Trustee hereunder for payment except as otherwise provided herein.


 


SECTION 7.05.       
Notice of Defaults. If a Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee,
the Trustee shall send to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually
known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal
of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as it in good faith determines that
withholding the notice is in the interests of the Holders.


 


SECTION 7.06.       
Reports by Trustee to the Holders. As promptly as practicable after each June 30 beginning with the June 30 following the
date of this Indenture, and in any event prior to August 30 in each year, the Trustee shall send to each Holder a brief report dated as
of such June 30 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with
Section 313(b) of the TIA.


 






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A copy of each report at the time of its mailing
to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify
promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.


 


SECTION 7.07.        
Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for its services as
shall be agreed in writing between the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred
or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer, the
Parent Guarantor and each Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee against any and all loss, liability,
claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture,
the Parent Guarantee or Subsidiary Guarantee against the Issuer, the Parent Guarantor or a Subsidiary Guarantor (including this Section
7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, the Parent Guarantor, any Subsidiary Guarantor,
any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Securities
or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly
upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer, the
Parent Guarantor or any Subsidiary Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified
party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel
and the Issuer, the Parent Guarantor and the Subsidiary Guarantors, as applicable shall pay the fees and expenses of such counsel; provided,
however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense
and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer, the Parent Guarantor
and the Subsidiary Guarantors, as applicable, and such parties in connection with such defense. The Issuer need not reimburse any expense
or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct
or negligence.


 


To secure the Issuer’s, the Parent Guarantor’s
and the Subsidiary Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Securities on all
money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular
Securities pursuant to Article 8 hereof or otherwise.


 


The Issuer’s, the Parent Guarantor’s
and the Subsidiary Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of this
Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.


 


No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is
not assured to its satisfaction.


 






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SECTION 7.08.       
Replacement of Trustee.


 


(a)         
The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in principal amount of the Securities
may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:


 


(i)        
the Trustee fails to comply with Section 7.10;


 


(ii)       
the Trustee is adjudged bankrupt or insolvent;


 


(iii)      
a receiver or other public officer takes charge of the Trustee or its property; or


 


(iv)      
the Trustee otherwise becomes incapable of acting.


 


(b)         
If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee
in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


(c)          
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to the Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section
7.07.


 


(d)          
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee
or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuer any court of competent jurisdiction
for the appointment of a successor Trustee.


 


(e)          
If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b)
of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


(f)          
Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.


 


SECTION 7.09.        
Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.


 


SECTION 7.10.        Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a
combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The
Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the
penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section
310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in Section 310(b)(1) of the TIA are met.


 






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SECTION 7.11.        
Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding
any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the TIA to the extent indicated.


 


ARTICLE 8


 


DISCHARGE OF INDENTURE; DEFEASANCE


 


SECTION 8.01.        
Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as
to all outstanding Securities when:


 


(a)          
either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have
been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii)
all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c)
if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited
or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient
in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered
to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with
irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as
the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be
sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated
as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee
on or prior to the date of the redemption;


 


(b)          
the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and


 


(c)          
the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.


 


Subject to Sections 8.01(c) and 8.02, the Issuer
at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or
(ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section
5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect
to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for
the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising
its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations.


 






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If the Issuer exercises its legal defeasance option,
payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance
option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d),
6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the
Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.


 


Notwithstanding clauses (a) and (b) above, the
Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities
have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and
discharge.


 


SECTION 8.02.        
Conditions to Defeasance.


 


(a)         The Issuer may exercise its legal defeasance option or its covenant defeasance option, in each case, with respect to the Securities
only if:


 


(i)        
the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof
in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination
thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as
the case may be, including interest thereon to maturity or such redemption date; provided that upon any redemption that requires
the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount
is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit
as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;


 


(ii)       
the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium,
if any, and interest when due on all the Securities to maturity or redemption, as the case may be; provided that upon any redemption that
requires the payment of the Make-Whole Premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that
an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any
deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;


 


(iii)      
123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect
to the Issuer occurs which is continuing at the end of the period;


 


(iv)      
the deposit does not constitute a default under any other agreement binding on the Issuer;


 


(v)        in
the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the
Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred, provided that such Opinion of Counsel shall
not be required by this clause (v) if all the Securities not theretofore delivered to the Trustee for cancellation (x) have become
due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer;


 






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(vi)      
such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s
Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s
Securities;


 


(vii)      
in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and
will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred; and


 


(viii)     
the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied
with.


 


(b)         
Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at
a future date in accordance with Article 3.


 


SECTION 8.03.        
Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof)
deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through
each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or
defeased.


 


SECTION 8.04.        
Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money
or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of a nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been
so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance
in accordance with this Article 8.


 


Subject to any applicable abandoned property law,
the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or
interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general
creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.


 


SECTION 8.05.        
Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.


 


SECTION 8.06.         Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities so discharged or
defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee
or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided,
however, that, if the Issuer has made any payment of principal of or interest on, any such Securities because of the reinstatement
of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or any Paying Agent.


 






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ARTICLE 9


 


AMENDMENTS AND WAIVERS


 


SECTION 9.01.       
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document
or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder:


 


(i)        
to cure any ambiguity, omission, defect or inconsistency;


 


(ii)       
to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities;


 


(iii)      
to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture
and its Subsidiary Guarantee;


 


(iv)      
to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however,
that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code;


 


(v)       
to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities;


 


(vi)      
to add additional assets as Collateral;


 


(vii)     
to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this
Indenture, the Security Documents or any Intercreditor Agreement;


 


(viii)    
to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the
Issuer;


 


(ix)       
to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second
priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations)
so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other
Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures,
this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture;


 


(x)        
to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under
the TIA;


 


(xi)       
to make any change that does not adversely affect the rights of any Holder;


 


(xii)      
to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional
Securities;


 


(xiii)     
to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical
in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as
a single issue of securities; or


 






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(xiv)              
 to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes”
section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section
of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or
the Securities.


 


After an amendment under this Section 9.01 becomes
effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders,
or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.


 


SECTION 9.02.           
With Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, the Security Documents
and the Intercreditor Agreements with respect to the Securities with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange
for the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not:


 


(i)             
reduce the amount of Securities whose Holders must consent to an amendment,


 


(ii)              reduce the rate of or extend the time for payment of interest on any Security,


 


(iii)             reduce the principal of or change the Stated Maturity of any Security,


 


(iv)            reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance
with Article 3,


 


(v)             make any Security payable in money other than that stated in such Security,


 


(vi)            expressly subordinate the Securities or any Subsidiary Guarantee to any other Indebtedness of the Issuer or any Subsidiary Guarantor,


 


(vii)          
impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities
on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities,


 


(viii)          make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,


 


(ix)             modify
any Subsidiary Guarantee in any manner adverse to the Holders, or


 


(x)             
make any change in the provisions in any Intercreditor Agreement or this Indenture dealing with the application of gross proceeds
of Collateral that would adversely affect the Holders of the Securities.


 


Subject to Section 11.04, without the consent of
the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release
all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Securities.


 


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.


 


After an amendment under this Section 9.02 becomes
effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to
all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.


 






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SECTION 9.03.            Compliance
with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement
to this Indenture or the Securities shall comply with the TIA as then in effect.


 


SECTION 9.04.           
Revocation and Effect of Consents and Waivers.


 


(a)                
A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security
or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or
waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
Security or portion of the Security if the Trustee receives written notice of revocation delivered in accordance with Section 13.02 before
the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount of
Securities have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of securities,
(ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee.


 


(b)               
The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is
fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.


 


SECTION 9.05.           
Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer
may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding
the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.


 


SECTION 9.06.           
Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment, the Trustee shall receive indemnity reasonably satisfactory to it and shall be provided
with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion
of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement
or waiver is the legal, valid and binding obligation of the Issuer and the Subsidiary Guarantors, enforceable against them in accordance
with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).


 


SECTION 9.07.           
Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver
or agreement.


 






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SECTION 9.08.           
Additional Voting Terms; Calculation of Principal Amount. Except as otherwise set forth herein, all Securities issued under
this Indenture shall vote and consent separately on all matters as to which any of such Securities may vote. Determinations as to whether
Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall be made in
accordance with this Article 9 and Section 2.14.


 


ARTICLE 10



RANKING OF NOTE LIENS


 


SECTION 10.01.        
Relative Rights. The Intercreditor Agreements shall define the relative rights, as lienholders, of holders of Note Obligations
and Other Second-Lien Obligations on the one hand and holders of First Priority Lien Obligations on the other hand. Nothing in this Indenture
or the Intercreditor Agreements will:


 


(a)      impair,
as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of, premium and
interest on the Securities in accordance with their terms or to perform any other obligation of the Issuer or any other Obligor under
this Indenture, the Securities, the Parent Guarantee, the Subsidiary Guarantees and the Security Documents;


 


(b)      restrict
the right of any Holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of the Intercreditor
Agreements;


 


(c)      prevent
the Trustee, the Collateral Agent or any Holder from exercising against the Issuer or any other Obligor any of its other available remedies
upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Intercreditor Agreements); or


 


(d)      restrict
the right of the Trustee, the Collateral Agent or any Holder:


 


(i)      to file and prosecute
a petition seeking an order for relief in an involuntary Bankruptcy Case as to any Obligor or otherwise to commence, or seek relief commencing,
any insolvency or liquidation proceeding involuntarily against any Obligor;


 


(ii)      to make, support or oppose any request for an order
for dismissal, abstention or conversion in any insolvency or liquidation proceeding;


 


(iii)      to make, support or oppose, in any insolvency or
liquidation proceeding, any request for an order extending or terminating any period during which the debtor (or any other Person) has
the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein;


 


(iv)      to seek the creation of, or appointment to, any official
committee representing creditors (or certain of the creditors) in any insolvency or liquidation proceedings and, if appointed, to serve
and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under
this Article 10;


 


(v)      to seek or object to the appointment of any professional
person to serve in any capacity in any insolvency or liquidation proceeding or to support or object to any request for compensation made
by any professional person or others therein;


 


(vi)      to make, support or oppose any request for order appointing
a trustee or examiner in any insolvency or liquidation proceedings; or


 






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(vii)       otherwise to make, support or oppose any request
for relief in any insolvency or liquidation proceeding that it is permitted by law to make, support or oppose if it were a holder of
unsecured claims; or


 


(viii)      as to any matter relating to any plan of reorganization
or other restructuring or liquidation plan or as to any matter relating to the administration of the estate or the disposition of the
case or proceeding (in each case except as set forth in the Intercreditor Agreements).


 


ARTICLE 11



COLLATERAL


 


SECTION 11.01.        
Security Documents. The payment of the principal of and interest and premium, if any, on the Securities when due, whether
on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the
Securities or by any Subsidiary Guarantor pursuant to its Subsidiary Guarantees, the payment of all other Obligations and the performance
of all other obligations of the Issuer and the Subsidiary Guarantors under this Indenture, the Securities, the Subsidiary Guarantees and
the Security Documents shall be secured as provided in the Security Documents and will be secured by the Security Documents delivered
as required or permitted by this Indenture. The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary
shall, do all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to
continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents
to maintain (at the sole cost and expense of the Issuer and its Restricted Subsidiaries) the security interest created by the Security
Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected
under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.


 


SECTION 11.02.        
Collateral Agent.


 


(a)                
The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate.


 


(b)               
Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees,
attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality,
enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection
of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or
realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so.


 


(c)                
Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as
may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the
Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives,
the Collateral Agent will not be obligated:


 


(i)             
to act upon directions purported to be delivered to it by any other Person;


 


(ii)              to
foreclose upon or otherwise enforce any First Priority Lien; or


 


(iii)            to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral.


 






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(d)               
 The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First
Priority Liens or Security Documents.


 


(e)                
In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon
and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof.


 


(f)                 
[Reserved].


 


(g)               
If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted
to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect
or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing
Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and
requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement
in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second
priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into
such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.


 


SECTION 11.03.        
Authorization of Actions to Be Taken.


 


(a)                
Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor
Agreements, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms
of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party,
authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the
Intercreditor Agreements or joinders thereto, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of
Securities as set forth in the Security Documents to which it is a party and the Intercreditor Agreements and to perform its obligations
and exercise its rights and powers thereunder.


 


(b)               
The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds
collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions
of such funds to the Holders of Securities according to the provisions of this Indenture.


 


(c)                
Subject to the provisions of Section 7.01, Section 7.02, the Security Documents, and the Intercreditor Agreements, the Trustee
may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all
actions it deems necessary or appropriate in order to:


 


(i)              
foreclose upon or otherwise enforce any or all of the First Priority Liens;


 


(ii)              enforce
any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or


 


(iii)             collect
and receive payment of any and all Note Obligations.


 


Subject to the Intercreditor Agreements, the
Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits
and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the
Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation
of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as
the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of
Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial
to the interests of Holders, the Trustee or the Collateral Agent.


 






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SECTION 11.04.        
Release of Liens.


 


(a)                
Subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created
by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor
Agreements or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel certifying
that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets
included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then
the Collateral Agent) shall release the same from such Liens at the Issuer’s sole cost and expense, under any one or more of the
following circumstances:


 


(1)       to
enable the Issuer or any Subsidiary Guarantor to consummate the disposition of such property or assets to the extent not prohibited under
this Indenture;


 


(2)       in
the case of a Subsidiary Guarantor that is released from its Subsidiary Guarantee with respect to the Securities, the release of the property
and assets of such Subsidiary Guarantor;


 


(3)       as
described under Article 9; or


 


(4)       to
the extent required by the terms of any Intercreditor Agreement;


 


Upon the receipt of an Officers’ Certificate
from the Issuer and an Opinion of Counsel, as described above, and any necessary or proper instruments of termination, satisfaction or
release prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the
release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements.


 


(b)               
Except as otherwise provided in the Intercreditor Agreements, no Collateral may be released from the Lien and security interest
created by the Security Documents unless the Officers’ Certificate required by this Section 11.04 has been delivered to the Collateral
Agent and the Trustee not less than five days prior to the date of such release.


 


(c)                
At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated
(whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral
pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as otherwise provided
in the Intercreditor Agreements.


 


SECTION 11.05.          Filing, Recording and Opinions.


 


(a)                
The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this
Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any
no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the
extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will
furnish such opinion not more than 60 but not less than 30 days prior to each September 30.


 


Any release of Collateral permitted by
Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof
and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the
TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the
extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such documents and Opinion of Counsel.


 






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(b)               
If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates
and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation
required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant
to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.


 


SECTION 11.06.        
[Reserved].


 


SECTION 11.07.        
Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 11 upon the Issuer or a Subsidiary Guarantor with respect to the release, sale or other
disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Issuer or a Subsidiary Guarantor or of any officer or officers thereof required
by the provisions of this Article 11; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture,
then such powers may be exercised by the Trustee.


 


SECTION 11.08.        
Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the Trustee, in
form and substance acceptable to it, an Officers’ Certificate and Opinion of Counsel certifying that all the obligations under this
Indenture, the Securities and the Security Documents have been satisfied and discharged by the payment in full of the Issuer’s obligations
under the Securities, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge,
legal defeasance or covenant defeasance of this Indenture occurs under Article 8, the Trustee shall deliver to the Issuer and the Collateral
Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral,
and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall
be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall, at the expense of the Issuer, do or cause to be done
all acts reasonably necessary to release such Lien as soon as is reasonably practicable.


 


SECTION 11.09.        
Designations. Except as provided in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreements
requiring the Issuer to designate Indebtedness for the purposes of the terms First Priority Lien Obligations and Other Second-Lien Obligations,
or any other such designations hereunder or under the Intercreditor Agreements, any such designation shall be sufficient if the relevant
designation provides in writing that such First Priority Lien Obligations or Other Second-Lien Obligations are permitted under this Indenture
and is signed on behalf of the Issuer by an Officer and delivered to the Trustee, the Collateral Agent and the First Lien Agent. For all
purposes hereof and the Intercreditor Agreements, the Issuer hereby designates the Obligations pursuant to the Credit Agreements as in
effect on the Issue Date as First Priority Lien Obligations and designates the Note Obligations as First Priority Lien Obligations (as
defined in each Existing Second Priority Notes Indenture).


 


ARTICLE 12



SUBSIDIARY GUARANTEES


 


SECTION 12.01.          Subsidiary Guarantees.


 


(a)                 Each
Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior basis and on a first
priority senior secured basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee and the Collateral Agent
and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the
Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all
other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this
Indenture and the Securities (the foregoing obligations set forth in clauses (i) through (ii) being hereinafter collectively called
the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice or further assent from each such Subsidiary Guarantor, and that each such Subsidiary
Guarantor shall remain bound under this Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation.


 






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(b)               
Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee
or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this
Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any
other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities
or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the
Guaranteed Obligations or any Subsidiary Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Subsidiary Guarantor,
except as provided in Section 12.02(b).


 


(c)                
Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the
Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary
Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of
the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such
Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Issuer
be sued prior to an action being initiated against such Subsidiary Guarantor.


 


(d)               
Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee
or the Collateral Agent to any security held for payment of the Guaranteed Obligations.


 


(e)                
The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article 12, equal in right
of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness
of such Subsidiary Guarantor and is made subject to such provisions of this Indenture.


 


(f)                 
Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities
or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance
of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or
to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter
of law or equity.


 






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(g)               
 Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of
all the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation
is rescinded or must otherwise be restored by any Holder, the Trustee or the Collateral Agent upon the bankruptcy or reorganization of
the Issuer or otherwise.


 


(h)               
In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Collateral Agent
has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest
on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,
or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent
not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Trustee.


 


(i)                 
Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect
of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further
agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of any Subsidiary Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due
and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 12.01.


 


(j)                 
Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses)
incurred by the Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 12.01.


 


(k)               
Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts
as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


SECTION 12.02.        
Limitation on Liability.


 


(a)                
Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.


 


(b)               
A Subsidiary Guarantee as to any Subsidiary Guarantor shall terminate and be of no further force or effect and such Subsidiary
Guarantor shall be deemed to be released from all obligations under this Article 12 upon:


 


(i)             
the sale, disposition or other transfer (including through merger or consolidation) of all the Capital Stock (including any sale,
disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) of the applicable
Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture,


 


(ii)              
the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under
the definition of “Unrestricted Subsidiary,”


 






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(iii)              
 in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section
4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary
of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness, in each case, which resulted in the obligation to guarantee
the Securities, and


 


(iv)              
the Issuer’s exercise of its defeasance option under Article 8, or if the Issuer’s obligations under this Indenture
are discharged in accordance with the terms of this Indenture.


 


In the case of clause (b)(i) above, such Subsidiary
Guarantor shall be released from its guarantees, if any, of, and all pledges
and security, if any, granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted
Subsidiary of the Issuer.


 


A Subsidiary Guarantee also shall be automatically
released upon (i) the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest
securing First Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner
set forth in the Security Documents or the Intercreditor Agreements or (ii) if such Subsidiary is released from its guarantees of, and
all pledges and security interests granted in connection with, the Credit Agreements and any other Indebtedness of the Issuer or any Restricted
Subsidiary of the Issuer which results in the obligation to guarantee the Securities; provided, that in the case of clause (ii)
above, the Issuer has obtained ratings from at least two Rating Agencies that reflect an Investment Grade Rating (x) for the corporate
rating of the Issuer and (y) for the Securities after given effect to the proposed release of guarantees and security interests.


 


SECTION 12.03.        
Successors and Assigns. This Article 12 shall be binding upon each Subsidiary Guarantor and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Collateral Agent, the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder, the Trustee or the Collateral Agent, the rights and privileges conferred upon that party
in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the
terms and conditions of this Indenture.


 


SECTION 12.04.        
No Waiver. Neither a failure nor a delay on the part of either the Trustee, the Collateral Agent or the Holders in exercising
any right, power or privilege under this Article 12 shall operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee, the Collateral
Agent and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either
may have under this Article 12 at law, in equity, by statute or otherwise.


 


SECTION 12.05.        
Modification. No modification, amendment or waiver of any provision of this Article 12, nor the consent to any departure
by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or
demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the
same, similar or other circumstances.


 


SECTION 12.06.         Execution
of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary and other Person which is required to become a
Subsidiary Guarantor pursuant to Section 4.11 or the first sentence of Section 12.01 shall promptly execute and deliver to the
Trustee a supplemental indenture, substantially in the form of Exhibit D pursuant to which such Subsidiary or other Person shall
become a Subsidiary Guarantor under this Article 12 and shall guarantee the Guaranteed Obligations. Concurrently with the execution
and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’
Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or
other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other
similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at
law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and/or to such other matters as the Trustee
may reasonably request.


 






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SECTION 12.07.        
Non-Impairment. The failure to endorse a Subsidiary Guarantee on any Security shall not affect or impair the validity thereof.


 


ARTICLE 13



MISCELLANEOUS


 


SECTION 13.01.        
Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of,
Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.


 


SECTION 13.02.        
Notices.


 


(a)                
Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed
by first-class mail addressed as follows:


 


if to the Issuer, the Parent Guarantor
or a Subsidiary Guarantor:



Berry Global, Inc.

101 Oakley Street

Evansville, Indiana 47710

Attention of: General Counsel

Facsimile: (812) 424-0128


 


if to the Trustee:



U.S. Bank National Association

100 Wall Street, Suite 1600

New York, New York 10005

Attention: Corporate Trust Services

Facsimile: (212) 509-3384


 


if to the Collateral Agent:



U.S. Bank National Association

100 Wall Street, Suite 1600

New York, New York 10005

Attention: Corporate Trust Services

Facsimile: (212) 509-3384


 


The Issuer, the Trustee or the Collateral Agent by notice to the other
may designate additional or different addresses for subsequent notices or communications.


 


(b)               
Any notice or communication mailed to a Holder shall be mailed, first class mail, or sent electronically to the Holder at the Holder’s
address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed or sent within the time
prescribed.


 


(c)                
 Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives
it, except that notices to the Trustee are effective only if received.


 






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SECTION 13.03.        
Communication by the Holders with Other Holders. The Holders may communicate in accordance with the procedures set forth
in Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee,
the Registrar and other Persons shall have the protection of Section 312(e) of the TIA.


 


SECTION 13.04.        
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take
or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:


 


(a)     an
Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)     an
Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.


 


SECTION 13.05.        
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:


 


(a)     a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


(b)     a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(c)     a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)     a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.


 


SECTION 13.06.        
When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred
in any direction, waiver or consent, Securities owned by the Issuer, the Parent Guarantor, any Subsidiary Guarantor or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, the Parent Guarantor or any Subsidiary
Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows
are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such
determination.


 


SECTION 13.07.        
Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders.
The Registrar and a Paying Agent may make reasonable rules for their functions.


 






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SECTION 13.08.        
Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business
Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day
for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.


 


SECTION 13.09.        
GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE AND THE SECURITIES 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. EACH OF THE ISSUER, THE PARENT GUARANTOR, THE
SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


SECTION 13.10.        
No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the
Issuer or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer under the Securities
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Securities.


 


SECTION 13.11.        
Successors. All agreements of the Issuer, the Parent Guarantor and each Subsidiary Guarantor in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.


 


SECTION 13.12.        
Multiple Originals. The parties may sign any number of copies of this 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 Indenture. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original 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 13.13.        
Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


SECTION 13.14.        
Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision
of this Indenture, such provision of this Indenture shall control.


 


SECTION 13.15.        
Severability. In case any provision in this 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 13.16.         Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 






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SECTION 13.17.        
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.


 


ARTICLE 14



PARENT GUARANTEE


 


SECTION 14.01.        
Parent Guarantee.


 


(a)                
The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely
as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent
from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor
hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary
Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or
the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this
Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any
other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities
or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the
Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise
any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it
may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s
obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have
the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder
prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which
it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor
further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security
held for payment of the Guaranteed Obligations.


 


(b)               
The Parent Guarantee of the Parent Guarantor is, to the extent and in the manner set forth herein, equal in right of payment to
all existing and future Parent Pari Passu Indebtedness and senior in right of payment to all existing and future Parent Subordinated Indebtedness
and is made subject to such provisions of this Indenture.


 


(c)                 Except
as expressly set forth in Section 8.01(b) of this Indenture, the obligations of the Parent Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of the Parent Guarantor shall not be discharged or impaired or otherwise affected by
the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act
or thing which may or might in any manner or to any extent vary the risk of the Parent Guarantor or would otherwise operate as a
discharge of the Parent Guarantor as a matter of law or equity.


 






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(d)               
The Parent Guarantor agrees that its Parent Guarantee shall remain in full force and effect until payment in full of all the Guaranteed
Obligations. The Parent Guarantor further agrees that its Parent Guarantee shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise
be restored by any Holder, the Trustee or the Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise.


 


(e)                
In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Collateral Agent
has at law or in equity against the Parent Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest
on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,
or to perform or comply with any other Guaranteed Obligation, the Parent Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal
amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited
by applicable law) and (iii) all other monetary obligations of the Issuer to the Trustee.


 


(f)                 
The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of
any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Parent Guarantor further agrees
that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby
may be accelerated as provided in Article 6 for the purposes of the Parent Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration
of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by the Parent Guarantor for the purposes of this Section 14.01.


 


(g)               
The Parent Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses)
incurred by the Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 14.01.


 


(h)               
Upon request of the Trustee, the Parent Guarantor shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose of this Section 14.01.


 


(i)                 
For the avoidance of doubt, the Parent Guarantor will not be subject to any of the restrictive covenants contained in this Indenture
or any of the other obligations or agreements of a Subsidiary Guarantor hereunder.


 


SECTION 14.02.        
Successors and Assigns. This Article 14 shall be binding upon the Parent Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee, the Collateral Agent and the Holders and, in the event of any transfer
or assignment of rights by any Holder, the Trustee or the Collateral Agent, the rights and privileges conferred upon that party in this
Article 14 and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.


 


SECTION 14.03.        
No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power
or privilege under this Indenture shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other
or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders in this Indenture
expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article
14 at law, in equity, by statute or otherwise.


 






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SECTION 14.04.        
Modification. No modification, amendment or waiver of any provision of this Article 14, nor the consent to any departure
by the Parent Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand
on the Parent Guarantor in any case shall entitle the Parent Guarantor to any other or further notice or demand in the same, similar
or other circumstances.


 


SECTION 14.05.        
Non-Impairment. The failure to endorse the Parent Guarantee provided for herein on any Security shall not affect or impair
the validity thereof.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed 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




 





	 	PARENT GUARANTOR:




 


	 	BERRY GLOBAL GROUP, INC.




 


	 	By:	/s/ Jason K. Greene




	 	 	Name:       Jason K. Greene




	 	 	Title:         Executive Vice President, General Counsel 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, LLC 
	 	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:	/a/ 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 







 



     


     


    




 


	 	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 




 






     


     


    







 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent




 


	 	By:	/s/ Beverly A. Freeney




	 	 	Name:       Beverly A. Freeney




	 	 	Title:         Vice President













     


     


    

 



 


APPENDIX A


 


PROVISIONS RELATING TO ORIGINAL SECURITIES, ADDITIONAL SECURITIES
AND EXCHANGE SECURITIES


 


1.         Definitions.


 


1.1       Definitions.


 


For the purposes of this Appendix A the following
terms shall have the meanings indicated below:


 


“Additional Interest” has the meaning
set forth in the Registration Rights Agreement.


 


“Definitive Security” means a certificated
Original Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable
law) that does not include the Global Securities Legend.


 


“Depository” means The Depository Trust
Company, its nominees and their respective successors.


 


“Global Securities Legend” means the
legend set forth under that caption in the applicable Exhibit to this Indenture.


 


“IAI” means an institutional “accredited
investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Initial Purchasers” means J.P. Morgan
Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments,
Inc. and Wells Fargo Securities, LLC, as initial purchasers under the Purchase Agreement entered into in connection with the offer and
sale of the Securities.


 


“Purchase Agreement” means (a) the
Purchase Agreement dated June 8, 2021, among the Issuer, the guarantors party thereto and the Representatives and (b) any other similar
Purchase Agreement relating to Additional Securities.


 


“QIB” means a “qualified institutional
buyer” as defined in Rule 144A.


 


“Registered Exchange Offer” means the
offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Original Securities, to issue and deliver to
such Holders, in exchange for their Original Securities, a like aggregate principal amount of Exchange Securities registered under the
Securities Act.


 


“Registration Rights Agreement” means
(a) the Registration Rights Agreement dated as of June 14, 2021 among the Issuer, the guarantors party thereto and the Representatives
relating to the Securities and (b) any other similar registration rights agreement relating to Additional Securities.


 


“Regulation S” means Regulation S under
the Securities Act.


 


“Regulation S Securities” means all
Original Securities offered and sold outside the United States in reliance on Regulation S.


 


“Representatives” means J.P. Morgan
Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co., as representatives of the Initial Purchasers.


 






    Appendix A-1


    


    




“Restricted Period,” with respect
to any Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such
Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on
Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee, and (b) the Issue Date, and with respect to
any Additional Securities that are Transfer Restricted Securities, it means the comparable period of 40 consecutive days.


 


“Restricted Securities Legend” means
the legend set forth in Section 2.2(f)(i) herein.


 


“Rule 144A” means Rule 144A under the
Securities Act.


 


“Rule 144A Securities” means all Original
Securities offered and sold to QIBs in reliance on Rule 144A.


 


“Rule 501” means Rule 501(a)(1), (2),
(3) or (7) under the Securities Act.


 


“Securities Custodian” means the custodian
with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.


 


“Shelf Registration Statement” means
a registration statement filed by the Company in connection with the offer and sale of Original Securities pursuant to the Registration
Rights Agreement.


 


“Transfer Restricted Securities” means
Definitive Securities and any other Securities that bear or are required to bear or are subject to the Restricted Securities Legend.


 


“Unrestricted Definitive Security”
means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.


 


“Unrestricted Global Security” means
Global Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.


 


1.2       Other
Definitions.


 


	Term:	Defined in Section:
	 	 
	Agent Members	2.1(b)
	Clearstream	2.1(b)
	Euroclear	2.1(b)
	Global Securities	2.1(b)
	Regulation S Global Securities	2.1(b)
	Regulation S Permanent Global Security	2.1(b)
	Regulation S Temporary Global Security	2.1(b)
	Rule 144A Global Securities	2.1(b)




2.         The Securities.


 


2.1       Form and
Dating; Global Securities.


 


(a)       The
Original Securities issued on the date hereof will be (i) offered and sold by the Issuer pursuant to the Purchase Agreement and (ii) resold,
initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and,
except as set forth below, IAIs in accordance with Rule 501. Additional Securities offered after the date hereof may be offered and sold
by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law.


 


(b)       Global
Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered,
global form without interest coupons (collectively, the “Rule 144A Global Securities”) and Regulation S Securities
initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively,
the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined
below), the “Regulation S Global Securities”), which shall, in each case, be registered in the name of the Depository or
the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank SA/NV, as operator of the
Euroclear system, or any successor thereof (“Euroclear”) or Clearstream Banking, S.A., or any successor thereof
(“Clearstream”).


 






    Appendix A-2


    


    




The Restricted Period shall be terminated upon
the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of certificates from Euroclear and
Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A);
and (2) an Officers’ Certificate from the Issuer.


 


Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security
(the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with
the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security.
The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time
to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may
be, in connection with transfers of interest as hereinafter provided.


 


The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions
of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests
in the Rule 144A Global Securities, the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are
held by Participants through Euroclear or Clearstream.


 


The term “Global Securities” means
the Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall bear the Global Security Legend. The
Global Securities initially shall (i) be registered in the name of the Depository or the nominee of the Depository, in each case for credit
to an account of an Agent Member (as defined below), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear
the Restricted Securities Legend.


 


Members of, or direct or indirect participants
in, the Depository shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository,
or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by the Issuer, the Trustee and any agent
of the Issuer or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any Security.


 


(ii)       Transfers
of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or its nominees. Interests
of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable
rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Security shall be exchangeable for Definitive
Securities if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Security
and the Issuer thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under
the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Security; provided
that in no event shall the Regulation S Temporary Global Security be exchanged by the Issuer for Definitive Securities prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein
shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance
with its customary procedures.


 






    Appendix A-3


    


    




(iii)       In
connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b),
such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.


 


(iv)      Any
Transfer Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.2 shall, except as otherwise
provided in Section 2.2, bear the Restricted Securities Legend.


 


(v)       Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Security may be held only through Euroclear
or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.


 


(vi)      The
Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.


 


2.2       Transfer
and Exchange.


 


(a)       Transfer
and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b). Global
Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances described in Section 2.1(b)(ii).
Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial
interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or 2.2(c).


 


(b)       Transfer
and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures
of the Depository. Beneficial interests in Restricted Global Securities shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged
only for beneficial interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs,
as applicable:


 


(i)       Transfer
of Beneficial Interests in the Same Global Security. Beneficial interests in any Transfer Restricted Security may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer
restrictions set forth in the Restricted Securities Legend; provided, however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of
a U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted Global Security may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).


 


(ii)       All
Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial
interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to
the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures
of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and
procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant
to Section 2.2(g).


 






    Appendix A-4


    


    




(iii)      Transfer
of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Transfer Restricted Security may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Security if the transfer complies
with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:


 


(A)      if
the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver
a certificate in the form attached to the applicable Security; and


 


(B)       if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver
a certificate in the form attached to the applicable Security.


 


(iv)      Transfer
and Exchange of Beneficial Interests in a Transfer Restricted Global Security for Beneficial Interests in an Unrestricted Global Security.
A beneficial interest in a Transfer Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the
following:


 


(A)      if
the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or


 


(B)       if
the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form
attached to the applicable Security,


 


and, in each such case, if the Issuer or the Registrar so requests
or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. If any
such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate in accordance
with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).


 


(v)       Transfer
and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Restricted Global Security.
Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in
the form of, a beneficial interest in a Restricted Global Security.


 


(c)       Transfer
and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may
not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a
Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances
described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive
Securities.


 


(d)       Transfer
and Exchange of Definitive Securities for Beneficial Interests in Global Securities. Transfers and exchanges of beneficial interests
in the Global Securities also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable:


 






    Appendix A-5


    


    




(i)       Transfer
Restricted Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Transfer Restricted Security proposes
to exchange such Transfer Restricted Security for a beneficial interest in a Restricted Global Security or to transfer such Transfer Restricted
Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt
by the Registrar of the following documentation:


 


(A)      if
the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial interest in a
Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security;


 


(B)       if
such Transfer Restricted Security is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities
Act, a certificate from such Holder in the form attached to the applicable Security;


 


(C)       if
such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;


 


(D)       if
such Transfer Restricted Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;


 


(E)       if
such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the
form attached to the applicable Security, including the certifications, certificates and Opinion of Counsel, if applicable; or


 


(F)       if
such Transfer Restricted Security is being transferred to the Issuer or a Subsidiary thereof, a certificate from such Holder in the form
attached to the applicable Security;


 


the Trustee shall cancel the Transfer Restricted Security,
and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Security.


 


(ii)       Transfer
Restricted Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Transfer Restricted Security may exchange
such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted
Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar
receives the following:


 


(A)       if
the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial interest in an
Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or


 


(B)       if
the Holder of such Transfer Restricted Securities proposes to transfer such Transfer Restricted Security to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to
the applicable Security,


 






    Appendix A-6


    


    




and, in each such case, if the Issuer or the Registrar
so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain
compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the
Transfer Restricted Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global
Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global
Security has not yet been issued, the Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an
Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal
amount equal to the aggregate principal amount of Transfer Restricted Securities transferred or exchanged pursuant to this
subparagraph (ii).


 


(iii)      Unrestricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security may
exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted
Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at
any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive
Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such
transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued,
the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee
shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount
of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).


 


(iv)      Unrestricted
Definitive Securities to Beneficial Interests in Restricted Global Securities. An Unrestricted Definitive Security cannot be exchanged
for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Security.


 


(e)       Transfer
and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s
compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities.
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities
duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).


 


(i)       Transfer
Restricted Securities to Transfer Restricted Securities. A Transfer Restricted Security may be transferred to and registered in the
name of a Person who takes delivery thereof in the form of a Transfer Restricted Security if the Registrar receives the following:


 


(A)      if
the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached
to the applicable Security;


 


(B)       if
the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in
the form attached to the applicable Security;


 


(C)       if
the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate in the form attached to the applicable Security;


 


(D)       if
the transfer will be made to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above, a certificate in the form
attached to the applicable Security; and


 


(E)       if
such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable Security.


 






    Appendix A-7


    


    




(ii)       Transfer
Restricted Securities to Unrestricted Definitive Securities. Any Transfer Restricted Security may be exchanged by the Holder thereof
for an Unrestricted Definitive Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Security if the Registrar receives the following:


 


(1)        if
the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for an Unrestricted Definitive
Security, a certificate from such Holder in the form attached to the applicable Security; or


 


(2)        if
the Holder of such Transfer Restricted Security proposes to transfer such Securities to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security,


 


and, in each such case, if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in
order to maintain compliance with the Securities Act.


 


(iii)      Unrestricted
Definitive Securities to Unrestricted Definitive Securities. A Holder of an Unrestricted Definitive Security may transfer such Unrestricted
Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt
of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions
from the Holder thereof.


 


(iv)      Unrestricted
Definitive Securities to Transfer Restricted Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred
to a Person who takes delivery thereof in the form of, a Transfer Restricted Security.


 


At such time as all beneficial interests in a particular
Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled
in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section
2.11. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal
amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global
Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee
or by the Depository at the direction of the Trustee to reflect such increase.


 


(f)        Legend.


 


(i)         Except
as permitted by the following paragraph (ii), (iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive
Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following
form (each defined term in the legend being defined as such for purposes of the legend only):


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.”


 






    Appendix A-8


    


    




Each Definitive Security shall bear the following additional legends:


 


“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
WITH THE FOREGOING RESTRICTIONS.”


 


“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”


 


(ii)       Upon
any sale or transfer of a Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a Definitive Security that does not bear the legends set forth above and rescind any restriction
on the transfer of such Transfer Restricted Security if the Holder certifies in writing to the Registrar that its request for such exchange
was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security).


 


(iii)       After
a transfer of any Original Securities during the period of the effectiveness of a shelf registration statement under the Securities Act
with respect to such Original Securities, all requirements pertaining to the Restricted Securities Legend on such Original Securities
shall cease to apply and the requirements that any such Original Securities be issued in global form shall continue to apply.


 


(iv)      Upon
the consummation of a Registered Exchange Offer with respect to the Original Securities pursuant to which Holders of such Original Securities
are offered Exchange Securities in exchange for their Original Securities, all requirements pertaining to Original Securities that Original
Securities be issued in global form shall continue to apply, and Exchange Securities in global form without the Restricted Securities
Legend shall be available to Holders that exchange such Original Securities in such Registered Exchange Offer.


 


(v)       Upon
a sale or transfer after the expiration of the Restricted Period of any Security acquired pursuant to Regulation S, all requirements that
such Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Security be issued in
global form shall continue to apply.


 


(vi)      Any
Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend.


 






    Appendix A-9


    


    




(g)       Cancellation
or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each
such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture.
At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the
principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on
such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on
such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.


 


(h)       Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i)         To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Securities and
Global Securities at the Registrar’s request.


 


(ii)        No
service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover
any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments
or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.08 and 9.05 of this Indenture).


 


(iii)       Prior
to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, a Paying Agent or the Registrar may deem
and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment
of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none
of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(iv)      All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.


 


(i)         No
Obligation of the Trustee.


 


(i)        The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the
Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made
to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee
in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository
subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its members, participants and any beneficial owners.


 


(ii)       The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or
among the Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 






    Appendix A-10


    


    




EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Securities Legend]


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


Each Temporary Regulation S Security shall bear
the following additional legend:


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Security shall bear the following
additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






    A-1


    


    




[FORM OF SECURITY]


 





	No.	$	 



 


1.65% First Priority Senior Secured Notes due 2027


 


CUSIP: [144A: 08576P AD3 /

REG S: U0740W AG6]

ISIN: [144A: US08576PAD33 / 

REG S: USU0740WAG60]


 


BERRY GLOBAL, INC., a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of                     Dollars
[, as the same may be revised from time to time on the Schedule of Increases or Decreases in Global Security attached hereto,]1
on January 15, 2027.


 


Interest Payment Dates: January 15 and July 15


 


Record Dates: January 1 and July 1


 


Additional provisions of this Security are set
forth on the other side of this Security.


 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 





	 	BERRY GLOBAL, INC.



 





	 	By:	 
	 	 	Name:
	 	 	Title:



 





 






1        Use
the Schedule of Increases and Decreases language if Security is in Global Form.


 






    A-2


    


    

 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the Securities referred to in the Indenture.


 





	 	By:	 	 
	 	 	Authorized Signatory	 



 


	Dated:	



 


		*/	If the Security is to be issued in global form, add the Global
                                                                            Securities Legend and the attachment from Exhibit A captioned 

“TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR
                                                                            DECREASES IN GLOBAL SECURITY.”



 






    A-3


    


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


1.65% First Priority Senior Secured
Notes due 2027


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.             Interest


 


(a)       BERRY
GLOBAL, INC., a Delaware corporation (the “Company”) promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company shall pay interest semiannually on January 15 and July 15 of each year, commencing January
15, 2022.2 Interest on Securities shall
accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided
for, from June 14, 20213 until the principal
hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.


 


(b)       Registration
Rights Agreement. The Holder of this Security shall be entitled to the benefits of a Registration Rights Agreement, dated as of June
14, 2021, among the Company, the guarantors party thereto and the Representatives.


 


2.            Method of Payment


 


The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding
the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or
not a Business Day). Holders must surrender the Securities to the Paying Agent to collect principal payments. The Company shall pay principal,
premium, if any, and interest in Dollars. Payments in respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC or any successor
depositary. The Company shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest)
at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on the Security may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying
Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other
date as the Trustee may accept in its discretion).


 


3.             Paying Agent and Registrar


 


Initially, U.S. Bank National Association, a national
banking association (the “Trustee”), will act as paying agent (the “Paying Agent”) and registrar (the “Registrar”).
The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent or Registrar.


 


4.             Indenture


 


The Company issued the Securities under an Indenture
dated as of June 14, 2021 (the “Indenture”), among the Company, the guarantors party thereto, the Trustee and U.S. Bank National
Association, as collateral agent (in such capacity, the “Collateral Agent”). The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the
Holders are referred to the Indenture and the TIA for a statement of such terms and provisions.


  


 






2
       Note: With respect to the Original Securities.




 


3        Note:
With respect to the Original Securities.


  






    A-4


     


    

 


The Securities are senior obligations of the Company.
This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional
Securities and any Exchange Securities pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange
Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries to, among other things, create or incur Liens. The Indenture also imposes limitations on the
ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease
all or substantially all of its property.


 


To guarantee the due and punctual payment of the
principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and
as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and
the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally, unconditionally guarantee the Guaranteed
Obligations pursuant to the terms of the Indenture.


 


5.             Optional Redemption


 


Prior to December 15, 2026 (the date that is one
month prior to the maturity date) (“the Par Call Date”), the Securities will be redeemable, in whole or in part, at the Company’s
option, at any time or from time to time, on at least 30 days’ but not more than 60 days’ prior notice to the holders of the
Securities to be redeemed, at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities redeemed or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed (assuming
that such Securities matured on the Par Call Date), exclusive of interest accrued to, but not including, the redemption date, discounted
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum
of the applicable Treasury Rate plus 15 basis points (any amount described in the foregoing clause (ii) over the amount described in the
foregoing clause (i), the “Make-Whole Premium”). On or after the Par Call Date, the Securities will be redeemable, in whole
or in part, at the Company’s option, at any time or from time to time, on at least 15 days’ but not more than 60 days’
prior notice to the holders the Securities to be redeemed, at a redemption price equal to 100% of the principal amount thereof.


 


Any redemption or notice described above may, at
the Company’s discretion, be subject to one or more conditions precedent.


 


6.             Sinking Fund


 


The Securities are not subject to any sinking fund.


 


7.             Notice of Redemption


 


Notice of redemption pursuant to paragraph 5 above
will be mailed by first-class mail or sent electronically at least the amount of day set forth in paragraph 5 above before the redemption
date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid
interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.


 


8.              Reserved.




 






    A-5


     


    

 


 9.             Repurchase of Securities at the Option of the Holders upon Change of Control Triggering Event 




 


Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase
all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date
to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.


 


10.           Ranking and Collateral


 


The Securities and the Subsidiary Guarantees will
be secured by a first-priority security interest in the Collateral pursuant to certain Security Documents. The First Priority Liens upon
any and all Collateral will be, to the extent and in the manner provided in the Intercreditor Agreements, of equal in ranking to all present
and future first priority Liens and will be of senior ranking with all present and future Liens securing second priority lien obligations
(including, without limitation, any Other Second-Lien Obligations) as set forth in the Intercreditor Agreements. The Parent Guarantee
will be, to the extent and in the manner set forth in the Indenture, equal in right of payment to all existing and future Parent Pari
Passu Indebtedness and senior in right of payment to all existing and future Parent Subordinated Indebtedness.


 


11.           Denominations; Transfer;
Exchange


 


The Securities are in registered form, without
coupons, in denominations of $2,000 and any integral multiple of $1,000. A Holder shall register the transfer of or exchange of Securities
in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security
to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days
prior to the mailing of a notice of redemption of Securities to be redeemed.


 


12.           Persons Deemed Owners


 


The registered Holder of this Security shall be
treated as the owner of it for all purposes.


 


13.           Unclaimed Money


 


If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless
an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Company
for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.


 


14.           Discharge and Defeasance


 


Subject to certain conditions and as set forth
in the Indenture, the Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations deemed sufficient in the opinion of a national recognized firm
of public accountants for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.


 


15.           Amendment; Waiver


 


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture, the Security Documents, the Intercreditor Agreements or the Securities may be amended with the written
consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class)
and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority
in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture, Security Documents, the Intercreditor Agreements or the Securities
(i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations
of the Company under the Indenture and the Securities; (iii) to provide for uncertificated Securities in addition to or in place of certificated
Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code,
or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (iv) to add a Subsidiary Guarantee
with respect to the Securities or to secure the Securities; (v) to add additional assets as Collateral; (vi) to release Collateral from
the Lien or subordinate such Lien (or conform the subordination of such Lien) pursuant to the Security Documents when permitted or required
by the Indenture, the Security Documents or the Intercreditor Agreements, (vii) to add additional covenants of the Company for the benefit
of the Holders or to surrender rights and powers conferred on the Company; (viii) to modify the Security Documents and/or any Intercreditor
Agreements, to secure other First Priority Lien Obligations and/or Other Second-Lien Obligations of the Issuer or any Subsidiary Guarantor
so long as such other First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit
Agreements, the Existing Second Priority Notes Indentures, the Indenture, the First Priority Euro Notes Indenture or the First Priority
Dollar Notes Indentures, (ix) to make any change that does not adversely affect the rights of any Holder; (x) to effect any provision
of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xi) to provide
for the issuance of Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities,
and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; (xii) to comply with
the requirements of the SEC in order to effect or maintain qualification of the Indenture under the TIA or (xiii) to conform the text
of the Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering
Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum
was intended to be a verbatim recitation of a provision of the Indenture or the Securities.


 






    A-6


     


    

 


16.           Defaults and Remedies


 


If an Event of Default occurs (other than an Event
of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company, may declare the principal of, premium,
if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as
any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after
the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness
is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on
all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration
with respect to the Securities and its consequences.


 


If an Event of Default occurs and is continuing,
the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any
of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or
expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any)
or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously
given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the
outstanding Securities have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity
satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding
Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions,
the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under
the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.


 






    A-7


     


    

 


17.           Trustee Dealings with
the Company


 


Subject to certain limitations imposed by the TIA,
the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.


 


18.           No Recourse Against
Others


 


No director, officer, employee, incorporator or
holder of any equity interests in the Company or any direct or indirect parent corporation, as such, shall have any liability for any
obligations of the Company under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.


 


19.           Authentication


 


This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.


 


20.           Abbreviations


 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


21.           Governing Law


 


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


 


22.           CUSIP Numbers; ISINs


 


The Company has caused CUSIP numbers and ISINs
to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience
to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder of Securities
upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 


 




    A-8


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:

I or we assign and transfer this Security to:





	 



(Print or type assignee’s name, address and
zip code)





	 



(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint                     agent
to transfer this Security on the books of the Company. The agent may substitute another to act for him.


	 



  


	Date:	 	 	 	Your Signature:	 



 


Sign exactly as your name appears on the other side of this Security.


 


Signature Guarantee:


 


	Date:	 	 	 	 



	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other
signature guarantor program reasonably acceptable to the Trustee	 	Signature of Signature
Guarantee









 






    A-9


     


    

     


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


This certificate relates to $_________ principal amount of Securities
held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository
a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial
interest in such Global Security (or the portion thereof indicated above);



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.



 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144(b) and (d) under the Securities Act, the undersigned
confirms that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	 	(1)	 ̈ 	to the Issuer; or
	 	(2)	 ̈ 	to the Registrar for registration in the name of the Holder, without transfer; or
	 	(3)	 ̈ 	pursuant to an effective registration statement under the Securities Act of 1933; or
	 	(4)	 ̈ 	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
	 	(5)	 ̈ 	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
	 	(6)	 ̈ 	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or
	 	(7)	 ̈ 	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.


 


Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however,
that if box (5), (6) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Securities,
such legal opinions, certifications and other information as the Issuer or the Trustee have reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act of 1933.


  






    A-10


     


    

 


	Date:	 		Your Signature:	 



 


Signature Guarantee:


 


	 	Date:	 	 	
	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	 	Signature of Signature Guarantee


 






    A-11


     


    

 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	Dated:	 		


	 	 	NOTICE: To be executed by an executive officer



 






    A-12


     


    

   


[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global Security
is $                       .
The following increases or decreases in this Global Security have been made:


 


	 	Date of Exchange
	 	 	Amount of decrease
 in Principal Amount
 of this Global 

Security	 	Amount of increase

 in Principal Amount

 of this Global 

Security	 	Principal amount of

 this Global Security

 following such 

decrease or increase	 	Signature of 

authorized signatory

 of Trustee or

 Securities Custodian



 






    A-13


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased
by the Company pursuant to Section 4.08 (Change of Control Triggering Event) of the Indenture, check the box:


 


	Change of Control ☐


  


If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.08 (Change of Control Triggering Event) of the Indenture, state the amount $2,000
or any integral multiple of $1,000):


 


$


 


	Date:	 		Your Signature:	 
	 	 	 	(Sign exactly as your name appears on the other side of this Security)




 


	Signature Guarantee:	 	



 


	 	Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 



 






    A-14


     


    

 


EXHIBIT B


 


[FORM OF FACE OF EXCHANGE SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, THE NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 






    B-1


     


    

 


[FORM OF EXCHANGE SECURITY]


 


	No.		$__________



 


1.65% First Priority Senior Secured Notes due 2027


 


CUSIP: [144A: 08576P AD3 /


REG S: U0740W AG6]


ISIN: [144A: US08576PAD33 /


REG S: USU0740WAG60]


 


BERRY GLOBAL, INC., a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of                     Dollars
[, as the same may be revised from time to time on the Schedule of Increases or Decreases in Global Security attached hereto,]4
on January 15, 2027.


 


Interest Payment Dates: January 15 and July 15


 


Record Dates: January 1 and July 1


 


Additional provisions of this Security are set
forth on the other side of this Security.


 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	BERRY GLOBAL, INC.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


 



4 Use
the Schedule of Increases and Decreases language if Security is in Global Form.


 






    B-2


     


    

 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the Securities referred to in the Indenture.


 


	By: 	 	
	 	Authorized Signatory	 






  


	Dated:	



 


		*/	If the Security is to be issued in global form, add the Global Securities Legend and the attachment from
Exhibit B captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.”



 






    B-3


     


    

 



 


[FORM OF REVERSE SIDE OF EXCHANGE SECURITY]


 


1.65% First Priority Senior Secured
Notes due 2027


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


		1.	Interest



 


BERRY GLOBAL, INC., a Delaware corporation
(the “Company”) promises to pay interest on the principal amount of this Security at the rate per annum shown above. The
Company shall pay interest semiannually on January 15 and July 15 of each year, commencing January 15, 20225.
Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from June 14, 20216 
until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.


 


		2.	Method of Payment



 


The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding
the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or
not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Company shall pay principal,
premium, if any, and interest in Dollars. Payments in respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depository
Trust Company or any successor depositary. The Company shall make all payments in respect of a certificated Security (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be
made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also
be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).


 


		3.	Paying Agent, Transfer Agent and Registrar



 


Initially, U.S. Bank National Association, a national
banking association (the “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
or Registrar.


 


		4.	Indenture



 


The Company issued the Securities under an
Indenture dated as of June 14, 2021 (the “Indenture”), among the Company, the guarantors party thereto, the Trustee and
U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”). The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and
provisions.


 





 



 


5
Note: With respect to the Original Securities.


 


6
Note: With respect to the Original Securities.



 






    B-4 


     


    

 


The Securities are senior obligations of the Company.
This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional
Securities and any Exchange Securities issued in exchange for Original Securities or Additional Securities pursuant to the Indenture.
The Original Securities and any Additional Securities are treated as a single class of securities under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, create or incur Liens. The Indenture
also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person
or convey, transfer or lease all or substantially all of its property.


 


To guarantee the due and punctual payment of the
principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and
as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and
the Indenture, the Subsidiary Guarantors and the Parent Guarantor will jointly and severally, unconditionally guarantee the Guaranteed
Obligations pursuant to the terms of the Indenture.


 


		5.	Optional Redemption



 


Prior to December 15, 2026 (the date that is one
month prior to the maturity date) (“the Par Call Date”), the Securities will be redeemable, in whole or in part, at the Company’s
option, at any time or from time to time, on at least 30 days’ but not more than 60 days’ prior notice to the holders of the
Securities to be redeemed, at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities redeemed or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed (assuming
that such Securities matured on the Par Call Date), exclusive of interest accrued to, but not including, the redemption date, discounted
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum
of the applicable Treasury Rate plus 15 basis points (any amount described in the foregoing clause (ii) over the amount described in the
foregoing clause (i), the “Make-Whole Premium”). On or after the Par Call Date, the Securities will be redeemable, in whole
or in part, at the Company’s option, at any time or from time to time, on at least 15 days’ but not more than 60 days’
prior notice to the holders the Securities to be redeemed, at a redemption price equal to 100% of the principal amount thereof.


 


Any redemption or notice described above may, at
the Company’s discretion, be subject to one or more conditions precedent.


 


		6.	Sinking Fund



 


The Securities are not subject to any sinking fund.


 


		7.	Notice of Redemption



 


Notice of redemption pursuant to paragraph 5 above
will be mailed by first-class mail or sent electronically at least the amount of days set forth in paragraph 5 above before the redemption
date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid
interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.


 


		9.	Repurchase of Securities at the Option of the Holders upon Change of Control Triggering Event



 


Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase
all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record
date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.


 






    B-5 


     


    

 


		10.	Ranking and Collateral



 


The Securities and the Subsidiary Guarantees will
be secured by a first-priority security interest in the Collateral pursuant to certain Security Documents. The First Priority Liens upon
any and all Collateral will be, to the extent and in the manner provided in the Intercreditor Agreements, of equal in ranking to all present
and future first priority Liens and will be of senior ranking with all present and future Liens securing second priority lien obligations
(including, without limitation, any Other Second-Lien Obligations) as set forth in the Intercreditor Agreements. The Parent Guarantee
will be, to the extent and in the manner set forth in the Indenture, equal in right of payment to all existing and future Parent Pari
Passu Indebtedness and senior in right of payment to all existing and future Parent Subordinated Indebtedness.


 


		11.	Denominations; Transfer; Exchange



 


The Securities are in registered form, without
coupons, in denominations of $2,000 and any integral multiple of $1,000. A Holder shall register the transfer of or exchange of Securities
in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security
to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days
prior to the mailing of a notice of redemption of Securities to be redeemed.


 


		12.	Persons Deemed Owners



 


The registered Holder of this Security shall be
treated as the owner of it for all purposes.


 


		13.	Unclaimed Money



 


If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless
an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Company
for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.


 


		14.	Discharge and Defeasance



 


Subject to certain conditions and as set forth
in the Indenture, the Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations deemed sufficient in the opinion of a national recognized firm
of public accountants for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.


 






    B-6 


     


    

 


		15.	Amendment; Waiver



 


Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the Security Documents, the Intercreditor Agreements or the Securities
may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities
(voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend the Indenture, Security Documents, the Intercreditor Agreements
or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company
of the obligations of the Company under the Indenture and the Securities; (iii) to provide for uncertificated Securities in addition
to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code);
(iv) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (v) to add additional assets as Collateral;
(vi) to release Collateral from the Lien or subordinate such Lien (or conform the subordination of such Lien) pursuant to the Security
Documents when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements, (vii) to add additional
covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viii) to modify
the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or Other Second-Lien
Obligations of the Issuer or any Subsidiary Guarantor so long as such other First Priority Lien Obligations and Other Second-Lien Obligations
are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, the Indenture, the First
Priority Euro Notes Indenture or the First Priority Dollar Notes Indentures, (ix) to make any change that does not adversely affect the
rights of any Holder; (x) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance
of Additional Securities; (xi) to provide for the issuance of Additional Securities, which shall have terms substantially identical in
all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a
single issue of securities; (xii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA or (xiii) to conform the text of the Indenture or the Securities to any provision of the “Description of
First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First
Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture or
the Securities.


 


		16.	Defaults and Remedies



 


If an Event of Default occurs (other than an Event
of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company, may declare the principal of, premium,
if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as
any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after
the giving of written notice to the Issuer and the Representatives under the Credit Agreements and (ii) the day on which any Bank Indebtedness
is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on
all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration
with respect to the Securities and its consequences.


 


If an Event of Default occurs and is continuing,
the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any
of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or
expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any)
or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously
given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding
Securities have requested the Trustee to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory
to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities
have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the
Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the
Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking
or not taking such action.


 






    B-7 


     


    

 


		17.	Trustee Dealings with the Company



 


Subject to certain limitations imposed by the TIA,
the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.


 


		18.	No Recourse Against Others



 


No director, officer, employee, incorporator or
holder of any equity interests in the Company or any direct or indirect parent corporation, as such, shall have any liability for any
obligations of the Company under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.


 


		19.	Authentication



 


This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.


 


		20.	Abbreviations



 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


		21.	Governing Law



 


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


 


		22.	CUSIP Numbers; ISINs



 


The Company has caused CUSIP numbers and ISINs
to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience
to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder of Securities
upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 


 






    B-8 


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:

I or we assign and transfer this Security to:


 


(Print or type assignee’s name, address
and zip code)


 


(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint                     agent
to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	 




Sign exactly as your name appears on the other side of this Security.


 


	Signature Guarantee:	 	 
	 	 	 
	Date:	 	 	Signature of Signature
Guarantee




Signature must be guaranteed by a participant in


a recognized signature guaranty medallion

program or other signature guarantor program

reasonably acceptable to the Trustee


 






    B-9 


     


    

 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	Dated:	 	 	
	 	NOTICE: To be executed by an executive officer






 






    B-10 


     


    

 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	Dated:	 	 	 
	 	NOTICE: To be executed by an executive officer






 






    B-11 


     


    

 


[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global Security
is $                       .
The following increases or decreases in this Global Security have been made:


 


	
    Date of Exchange
	
    Amount of decrease

    in Principal Amount

    of this Global 

Security
	
    Amount of increase


    in Principal Amount 

of this Global 

Security
	
    Principal amount
    of

 this Global Security

 following such 

decrease or increase
	
    Signature of
    

authorized signatory 

of Trustee or 

Securities Custodian



 






    B-12 


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased
by the Company pursuant to Section 4.08 (Change of Control Triggering Event) of the Indenture, check the box:


 


Change of Control ☐



 


If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.08 (Change of Control Triggering Event) of the Indenture, state the amount ($2,000
or any integral multiple of $1,000):


 


$


 


	Date:	 	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the other side of this Security)




 


	Signature Guarantee:	 	 




 


Signature must be guaranteed by a participant in a recognized

signature guaranty medallion program or other signature

guarantor program reasonably acceptable to the Trustee


 






    B-13 


     


    

 


[FORM OF]

TRANSFEREE LETTER OF REPRESENTATION


 


Berry Global, Inc.

c/o U.S. Bank National Association

Attention: Corporate Trust Services


 


Ladies and Gentlemen:


 


This certificate
is delivered to request a transfer of $[ ] principal amount of the 1.65% FIRST Priority Senior Secured due 2027 (the “Securities”)
of Berry GLOBAL, INC. (the “Issuer”).


 


Upon transfer, the Securities would be registered
in the name of the new beneficial owner as follows:


 


Name:_________________________


Address:_______________________


Taxpayer ID Number:______________  





 


The undersigned represents and warrants to you
that:


 


1)       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited
investor” at least $100,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase
securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able
to bear the economic risk of our or its investment.


 


2)       We
understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities
to offer, sell or otherwise transfer such Securities prior to the date that is two years after the later of the date of original issue
and the last date on which either the Issuer or any affiliate of such Issuer was the owner of such Securities (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only (a) in the United States to a person whom we reasonably believe is a qualified
institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside
the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration
statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of
the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Security evidenced hereby
of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or other transfer of the Securities is proposed to be made to an institutional “accredited investor” prior
to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this
letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities
for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and
the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities
pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory
to the Company and the Trustee.


 






    C-1 


     


    

 


Dated: ________________





 


TRANSFEREE:                                                                                                          ,


 






By:                                                                                                                                         





 






    C-2 


     


    

 


EXHIBIT D


 


[FORM OF SUPPLEMENTAL INDENTURE]


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of [                   ],
among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of Berry Global, Inc. (or its successors), a Delaware
corporation (the “Issuer”) 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
existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture executed by and between the Issuer,
the guarantors party thereto, the Trustee and U.S. Bank National Association, as collateral agent (the “Collateral Agent”),
dated as of June 14, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing initially for
the issuance of $400,000,000 in aggregate principal amount of the Issuer’s 1.65% First Priority Senior Secured Notes due 2027 (the
“Securities”);


 


WHEREAS Sections 4.11 and 12.06 of the Indenture
provide that under certain circumstances the Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee
a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Issuer’s Obligations
under the Securities and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and


 


WHEREAS pursuant to Section 9.01 of the Indenture,
the Trustee, the Issuer and the existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;


 


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


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “Holders” in this Subsidiary Guarantee shall refer to the term “Holders”
as defined in the Indenture, the Trustee and the Collateral Agent acting on behalf of and for the benefit of such Holders. The words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.


 


2.       Agreement
to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors (if any),
to unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions
set forth in Article 12 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to
perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.


 


3.       Notices.
All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.02 of the Indenture.


 


4.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


5.       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.


 






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6.       Trustee
Makes No Representation. 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 Issuer by action or otherwise, (iii) the due execution hereof
by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any
such matters.


 


7.       Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


8.       Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 






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


 


	 	[NEW GUARANTOR]




 


		By:	



	 	Name:
	 	Title:




 


	 	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE




 


		By:	



	 	Name:
	 	Title:




 



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