Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


Berry Global, Inc.


and the Guarantors party hereto,


 


and


 


J.P. Morgan Securities LLC


Citigroup Global Markets Inc.


Goldman Sachs & Co. LLC,


as representatives of the Initial Purchasers


 


Dated as of June 14, 2021


 






     


     


    

 


Registration Rights
Agreement


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of June 14, 2021, by and among Berry Global, Inc., a Delaware corporation (the “Issuer”),
Berry Global Group, Inc., a Delaware corporation (the “Parent Guarantor”), certain subsidiaries of the Issuer listed
on Annex A of the Purchase Agreement (the “Subsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”)
and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the Initial Purchasers
(collectively, the “Representatives”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as
defined below), the 1.65% First Priority Senior Secured Notes due 2027 (the “Initial Notes”) issued by the Issuer.
The Issuer’s obligation under the Initial Notes will be fully and unconditionally guaranteed (the “Initial Guarantees”)
by (i) the Subsidiary Guarantors on a first priority senior secured basis and (ii) the Parent on a senior unsecured basis. The Initial
Notes and the Initial Guarantees are herein collectively referred to as the “Initial Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of June 8, 2021 (as amended, modified or supplemented, the “Purchase Agreement”), among the Issuer,
the Guarantors and the Representatives, for (i) the benefit of the Initial Purchasers and (ii) the benefit of the holders from time to
time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities,
the Issuer had agreed to cause the Guarantors to provide the registration rights set forth in this Agreement. The execution and delivery
of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.


 


The parties hereby agree as follows:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Effectiveness Target Date: As defined in
Section 5 hereof.


 


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


 


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


 


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


 


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


 


Exchange Securities: The 1.65% First Priority
Senior Secured Notes due 2027 of the same series under the Indenture as the Initial Notes of such series and the guarantees of such notes,
to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.


 


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


 


FINRA: Financial Industry Regulatory Authority,
Inc.


 


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


 


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


 


Indenture: The First Priority Notes Indenture
dated as of June 14, 2021, by and among the Issuer and U.S. Bank National Association, as first priority notes trustee (the “Trustee”),
pursuant to which the Initial Notes were issued and the Exchange Securities are to be issued, as supplemented by the Supplemental Indenture
dated as of the date hereof, among the Issuer, the Guarantors named therein and the Trustee and as such Indenture may be further amended
or supplemented from time to time in accordance with the terms thereof.


 


Initial Guarantees: As defined in the preamble
hereto.


 






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Initial Notes: As defined in the preamble
hereto.


 


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


 


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


 


Initial Securities:  As defined in the preamble
hereto.


 


Interest Payment Date: As defined in the
Securities.


 


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


 


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


 


Purchase Agreement: As defined in the preamble
hereto.


 


Registration Default: As defined in Section
5 hereof.


 


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


 


Representatives: As defined in the preamble
hereto.


 


Securities: As defined in the Indenture.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 2.     
Securities Subject to this Agreement.


 


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


 


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


 


SECTION 3.     
Registered Exchange Offer.


 


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


 


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


 






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


 


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


 


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


 


SECTION 4.     
Shelf Registration.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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SECTION 6.     
Registration Procedures.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






    12 


     


    

 


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


 


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


 


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


 


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


 


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


 






    13 


     


    

 


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


 


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


 


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


 


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


 


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


 






    14 


     


    

 


(xvii)        provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities
and provide the Trustee under the applicable Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit
with the Depository Trust Company;


 


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


 


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


 


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


 


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


 


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


 






    15 


     


    

 


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


 


SECTION 7.     
Registration Expenses.


 


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


 


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


 


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


 






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SECTION 8.     
Indemnification.


 


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


 


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


 






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


 


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


 






    18


     


    

 


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


 


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


 


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


 


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


 






    19


     


    

 


SECTION 12. 
Miscellaneous.


 





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


 


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


 


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


 


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


 


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


 


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


 


(ii)        if
to the Issuer or the Guarantors:


 


Berry Global, Inc.

101 Oakley St.

Evansville, IN 47710


Facsimile: (812) 492-9391

Attention: Mark Miles


 






    20


     


    

 


With a copy to:


 





Bryan Cave Leighton Paisner LLP

One Atlantic Center, Fourteenth Floor


1201 W. Peachtree St., NW,

Atlanta, GA 30309

Telecopier No.: (404) 572-6999

Attention: Eliot W. Robinson


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









    21


     


    

 


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


 


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




 


[Signature Page to Registration Rights Agreement]


 








     


     


    

 




	 	
    AEROCON, LLC

    AVINTIV ACQUISITION CORPORATION

    AVINTIV INC.

    AVINTIV SPECIALTY MATERIALS INC.

    BERRY FILM PRODUCTS ACQUISITION COMPANY, INC.

    BERRY FILM PRODUCTS COMPANY, INC.

    BERRY PLASTICS ACQUISITION CORPORATION V

    BERRY PLASTICS ACQUISITION CORPORATION XII

    BERRY PLASTICS ACQUISITION CORPORATION XIII

    BERRY GLOBAL FILMS, LLC

    BERRY PLASTICS ACQUISITION LLC X

    BERRY PLASTICS DESIGN, LLC

    BERRY PLASTICS FILMCO, INC.

    BERRY PLASTICS 1K, LLC

    BERRY PLASTICS OPCO, INC.

    BERRY PLASTICS SP, INC.

    BERRY PLASTICS TECHNICAL SERVICES, INC.

    BERRY SPECIALTY TAPES, LLC

    BERRY STERLING CORPORATION

    BPREX BRAZIL HOLDING INC.

    BPREX CLOSURE SYSTEMS, LLC

    BPREX CLOSURES KENTUCKY INC.

    BPREX CLOSURES, LLC

    BPREX DELTA INC.

    BPREX HEALTHCARE BROOKVILLE INC.

    BPREX HEALTHCARE PACKAGING INC.

    BPREX PLASTIC PACKAGING INC.

    BPREX PLASTICS SERVICES COMPANY INC.

    BPREX PRODUCT DESIGN AND ENGINEERING INC.

    BPREX SPECIALTY PRODUCTS PUERTO RICO INC.

    CAPLAS LLC

    CAPLAS NEPTUNE, LLC

    CAPTIVE PLASTICS HOLDINGS, LLC

    CAPTIVE PLASTICS, LLC

    CARDINAL PACKAGING, INC.

    CHICOPEE, INC.

    COVALENCE SPECIALTY ADHESIVES LLC

    COVALENCE SPECIALTY COATINGS LLC

    CPI HOLDING CORPORATION

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

    FABRENE, L.L.C.

    FIBERWEB GEOS, INC.

    FIBERWEB, LLC

    KERR GROUP, LLC

    KNIGHT PLASTICS, LLC

    OLD HICKORY STEAMWORKS, LLC




 


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    PACKERWARE, LLC

    PESCOR, INC.

    PGI EUROPE, INC.

    PGI POLYMER, INC.

    PLIANT INTERNATIONAL, LLC

    PLIANT, LLC

    POLY-SEAL, LLC

    PRISTINE BRANDS, 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., each as a Subsidiary

    Guarantor




 


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



 


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    GLOBAL CLOSURE SYSTEMS AMERICA 1, INC.

    LETICA CORPORATION

    LETICA RESOURCES, INC.

    M&H PLASTICS, INC.

    RPC BRAMLAGE, INC.

    RPC LEOPARD HOLDINGS, INC.

    RPC PACKAGING HOLDINGS (US), INC.

    RPC PROMENS INC.

    RPC SUPERFOS US, INC.

	 	RPC ZELLER PLASTIK LIBERTYVILLE, INC., each as a Subsidiary Guarantor


 





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


 


	 	
    LADDAWN, INC.

    DUMPLING ROCK, LLC

    ESTERO PORCH, LLC

    LAMB’S GROVE, LLC

    MILLHAM, LLC

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


 





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

    its General Partner

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


 


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

    its General Partner

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


 


 


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

    its Trustee

	 	 
	 	By:	  /s/ Jason K. Greene
	 	 	Name: Jason K. Greene
	 	 	Title:   Executive Vice President


 





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


 


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


 


	J.P. MORGAN SECURITIES LLC	 
	 	 
	By:	/s/ Som Bhattacharyya	 
	 	Name:  Som Bhattacharyya	 
	 	Title: Executive Director	 
	 	 
	CITIGROUP GLOBAL MARKETS INC.	 
	 	 
	By:	/s/ Christopher Wood	 
	 	Name:  Christopher Wood	 
	 	Title: Managing Director	 
	 	 
	GOLDMAN SACHS & CO. LLC	 
	 	 
	By:	/s/ Sam Chaffin	 
	 	Name:  Sam Chaffin	  
	 	Title: Vice President	 




 


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