Exhibit 4.2


 


BALL CORPORATION


 


and the


 


GUARANTORS


 


Parties Hereto


 


€750,000,000


 


0.875% SENIOR NOTES DUE
2024


 


ELEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of November 18, 2019


 


To


 


INDENTURE


 


Dated as of November 27, 2015


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS,


as Trustee, Registrar
and Paying Agent 


 






     


     


    

 


CROSS-REFERENCE TABLE*


 


	Trust Indenture	 	 	 
	Act Section	 		 
	Indenture Section	 	 	Supplemental	 
	310(a)(1)	 	 	7.10	 
	(a)(2)	 	 	7.10	 
	(a)(3)	 	 	N.A.	 
	(a)(4)	 	 	N.A.	 
	(a)(5)	 	 	7.10	 
	(b)	 	 	7.10	 
	(c)	 	 	N.A.	 
	311(a)	 	 	7.11	 
	(b)	 	 	7.11	 
	(c)	 	 	N.A.	 
	312(a)	 	 	2.05	 
	(b)	 	 	12.03	 
	(c)	 	 	12.03	 
	313(a)	 	 	7.06	 
	(b)(2)	 	 	7.06; 7.07
	(c)	 	 	7.06; 12.02
	(d)	 	 	7.06	 
	314(a)	 	 	4.03; 12.05
	(b)	 	 	N.A.	 
	(c)(1)	 	 	N.A.	 
	(c)(2)	 	 	N.A.	 
	(c)(3)	 	 	N.A.	 
	(e)	 	 	12.05	 
	(f)	 	 	N.A.	 
	315(a)	 	 	N.A.	 
	(b)	 	 	7.05, 12.02	 
	(c)	 	 	N.A.	 
	(d)	 	 	N.A.	 
	(e)	 	 	N.A.	 
	316(a) (last sentence)	 	 	2.09	 
	(a)(1)(A)	 	 	6.05	 
	(a)(1)(B)	 	 	6.04	 
	(a)(2)	 	 	N.A.	 
	(b)	 	 	6.07	 
	(c)	 	 	2.12	 
	317(a)(1)	 	 	N.A.	 
	(a)(2)	 	 	N.A.	 
	(b)	 	 	N.A.	 
	318(a)	 	 	N.A.	 
	(b)	 	 	N.A.	 
	(c)	 	 	12.01	 



 


N.A. means not applicable.


*This Cross-Reference Table is not part of this Supplemental
Indenture.


 






     


     


    

 


TABLE OF CONTENTS


 




ARTICLE 1.


DEFINITIONS AND INCORPORATION


BY REFERENCE




 


	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	12
	Section 1.03	Incorporation by Reference of Trust Indenture Act	12
	Section 1.04	Rules of Construction	13
	Section 1.05	Relationship with Base Indenture	13
	 	 	 
	ARTICLE 2.
	THE NOTES
	 
	Section 2.01	Form and Dating	14
	Section 2.02	Execution and Authentication	14
	Section 2.03	Registrar and Paying Agent	14
	Section 2.04	Paying Agent to Hold Money in Trust	15
	Section 2.05	Holder Lists	15
	Section 2.06	Transfer and Exchange	15
	Section 2.07	Replacement Notes	19
	Section 2.08	Outstanding Notes	19
	Section 2.09	Treasury Notes	19
	Section 2.10	Temporary Notes	20
	Section 2.11	Cancellation	20
	Section 2.12	Defaulted Interest	20
	Section 2.13	Common Code Number	20
	Section 2.14	Issuance of Additional Notes	20
	Section 2.15	FATCA.	21
	Section 2.16	Unavailability of Euro	21
	 	 	 
	ARTICLE 3.
	REDEMPTION AND PREPAYMENT
	 
	Section 3.01	Notice to Trustee	21
	Section 3.02	Selection of Notes to Be Redeemed	21
	Section 3.03	Notice of Redemption	22
	Section 3.04	Effect of Notice of Redemption	23
	Section 3.05	Deposit of Redemption Price	23
	Section 3.06	Notes Redeemed in Part	23
	Section 3.07	Optional Redemption	23
	Section 3.08	Mandatory Redemption	24
	Section 3.09	[Reserved.]	24
	Section 3.10	Payment of Additional Amounts	24
	Section 3.11	Redemption for Tax Reasons	26
	 	 	 
	ARTICLE 4.
	COVENANTS
	 
	Section 4.01	Payment of Notes	26
	Section 4.02	Maintenance of Office or Agency	26
	Section 4.03	Reports.	27
	Section 4.04	Compliance Certificate	27
	Section 4.05	Taxes.	28
	Section 4.06	Stay, Extension and Usury Laws	28
	Section 4.07	Limitation on Liens	28
	Section 4.08	Corporate Existence	28
	Section 4.09	Offer to Purchase Upon Change of Control	29



 






    i


     


    

 


	Section 4.10	Additional Guarantees	30
	Section 4.11	Sale and Leaseback Transactions	30
	 	 	 
	ARTICLE 5. 
	SUCCESSORS
	 
	Section 5.01	Merger, Consolidation or Sale of Assets	31
	Section 5.02	Successor Corporation Substituted	31
	 	 	 
	ARTICLE 6. 
	DEFAULTS AND REMEDIES
	 
	Section 6.01	Events of Default	31
	Section 6.02	Acceleration	33
	Section 6.03	Other Remedies	33
	Section 6.04	Waiver of Past Defaults	33
	Section 6.05	Control by Majority	33
	Section 6.06	Limitation on Suits	34
	Section 6.07	Rights of Holders of Notes to Receive Payment	34
	Section 6.08	Collection Suit by Trustee	34
	Section 6.09	Trustee May File Proofs of Claim	34
	Section 6.10	Priorities	35
	Section 6.11	Undertaking for Costs	35
	 	 	 
	ARTICLE 7.
	 TRUSTEE
	 
	Section 7.01	Duties of Trustee	35
	Section 7.02	Rights of Trustee	36
	Section 7.03	Individual Rights of Trustee	37
	Section 7.04	Trustee’s Disclaimer	37
	Section 7.05	Notice of Defaults	37
	Section 7.06	Reports by Trustee to Holders of the Notes	38
	Section 7.07	Compensation and Indemnity	38
	Section 7.08	Replacement of Trustee	39
	Section 7.09	Successor Trustee by Merger, Etc.	39
	Section 7.10	Eligibility; Disqualification	39
	Section 7.11	Preferential Collection of Claims Against Company	40
	 	 	 
	ARTICLE 8. 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	40
	Section 8.02	Legal Defeasance and Discharge	40
	Section 8.03	Covenant Defeasance	40
	Section 8.04	Conditions to Legal or Covenant Defeasance	41
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	42
	Section 8.06	Repayment to Company	42
	Section 8.07	Reinstatement	42
	 	 	 
	ARTICLE 9. 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 
	Section 9.01	Without Consent of Holders of Notes	42
	Section 9.02	With Consent of Holders of Notes	43
	Section 9.03	Compliance With Trust Indenture Act	44
	Section 9.04	Revocation and Effect of Consents	44
	Section 9.05	Notation on or Exchange of Notes	45
	Section 9.06	Trustee to Sign Amendments, Etc.	45



 






    ii


     


    

 


	ARTICLE 10. 
	NOTE GUARANTEES
	 
	Section 10.01	Guarantee	45
	Section 10.02	Limitation on Guarantor Liability	46
	Section 10.03	[Reserved.]	46
	Section 10.04	Guarantors May Consolidate, etc. on Certain Terms	47
	Section 10.05	Releases Following Sale of Assets, Etc.	47
	 	 	 
	ARTICLE 11. 
	SATISFACTION AND DISCHARGE
	 
	Section 11.01	Satisfaction and Discharge	48
	 	 	 
	ARTICLE 12.
	 MISCELLANEOUS
	 
	Section 12.01	Trust Indenture Act Controls	48
	Section 12.02	Notices	48
	Section 12.03	Communication by Holders of Notes with Other Holders of Notes	50
	Section 12.04	Certificate and Opinion as to Conditions Precedent	50
	Section 12.05	Statements Required in Certificate and Opinion	50
	Section 12.06	Rules by Trustee and Agents	50
	Section 12.07	Calculation of Amounts	50
	Section 12.08	No Personal Liability of Directors, Officers, Employees and Stockholders	51
	Section 12.09	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	51
	Section 12.10	Force Majeure	51
	Section 12.11	No Adverse Interpretation of Other Agreements	51
	Section 12.12	Successors	51
	Section 12.13	Severability	52
	Section 12.14	Counterpart Originals	52
	Section 12.15	Table of Contents, Headings, Etc.	52
	Section 12.16	Patriot Act	52



 


EXHIBITS


 

	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 






    iii


     


    

 


ELEVENTH SUPPLEMENTAL INDENTURE, dated as
of November 18, 2019, by and among Ball Corporation, an Indiana corporation (the “Company”), the Guarantors
(as defined below) and Deutsche Bank Trust Company Americas, as trustee, registrar and paying agent (the “Trustee”).


 


The Company has heretofore executed and
delivered to the Trustee an indenture, dated as of November 27, 2015 (the “Base Indenture”), providing for the
issuance from time to time of one or more series of the Company’s securities.


 


The Company and the Guarantors desire and
have requested the Trustee pursuant to Section 9.1 of the Base Indenture to join with them in the execution and delivery of this
Supplemental Indenture in order to supplement the Base Indenture to the extent set forth herein to provide for the issuance and
the terms of the Notes (as defined below).


 


Section 9.01(6) of the Base Indenture provides
that the Company and the Trustee, without the consent of any holders of the Company’s Securities, may provide for the issuance
of and establish the form and terms and conditions of Notes of any series as permitted by Sections 2.01 and 2.02 thereof. The provisions
contained in this Eleventh Supplemental Indenture shall govern only the 0.875% Senior Notes due 2024 issued hereunder.


 


The execution and delivery of this Supplemental
Indenture has been duly authorized by a board resolution of the Company and each of the Guarantors.


 


All conditions and requirements necessary
to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and
fulfilled by the Company and the Guarantors and the execution and delivery thereof have been in all respects duly authorized by
the Company and the Guarantors.


 


The Company, the Guarantors and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the
0.875% Senior Notes due 2024 (the “Notes”):


 


ARTICLE
1.


DEFINITIONS AND INCORPORATION


BY REFERENCE


 


	Section 1.01	Definitions.








 


“Additional Notes” means
any Notes (other than the Initial Notes) issued under this Supplemental Indenture in accordance with Section 2.14 hereof, as part
of the same series as the Initial Notes.


 


“Agent” means any Registrar,
Paying Agent or co-registrar.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of
the Common Depositary that apply to such transfer or exchange.


 


“Attributable Debt” means,
with respect to any Sale and Leaseback Transaction, at the time of determination, the lesser of (1) the sale price of the property
so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to the present
value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental
payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water
rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the
lease included in such transaction. Notwithstanding the foregoing, if such Sale and Leaseback Transaction results in a Capital
Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital
Lease Obligation.”


 


“Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of debtors.


 









    1


     


    

 


“Base Indenture” means
the base indenture referred to in the preamble to this Supplemental Indenture, as amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 


Notwithstanding the preceding or any provision
of Rule 13d-3 or 13d-5 of the Exchange Act, a person or group shall not be deemed to beneficially own Voting Stock subject to a
stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting, support,
option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the
transactions contemplated by such agreement.


 


“Board of Directors”
means:


 


(1)               
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act
on behalf of such board;


 


(2)               
with respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)               
with respect to a limited liability company, the managing member or members or any controlling committee of managing members
or managers thereof; and


 


(4)               
with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Business Day” means
any day (1) other than a Legal Holiday and (2) on which the Trans-European Automated Real-time Gross Settlement express Transfer
system (the TARGET2 system), or any successor thereto, is open.


 


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would have been
required to be capitalized on a balance sheet prepared in accordance with GAAP in effect as of March 9, 2018.


 


“Capital Stock” means:


 


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


 


(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 interests (whether general or limited) or membership
interests; 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, but excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.


 









    2


     


    

 


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


 


(1)               
the sale, transfer, conveyance or other disposition, other than by way of merger or consolidation, in one or a series of
related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person,”
as that term is used in Section 13(d)(3) of the Exchange Act, other than to the Company or any of its Subsidiaries;


 


(2)               
the adoption of a plan relating to the liquidation or dissolution of the Company; or


 


(3)               
the consummation of any transaction, including, without limitation,
any merger or consolidation, the result of which is that any “person,” as defined above, becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.


 


Notwithstanding the foregoing, a transaction
will not be deemed to involve a Change of Control if (a) the Company becomes a direct or indirect wholly-owned Subsidiary of a
holding company and (b)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction
or (2) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.


 


“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Ratings Event.


 


“Clearstream” means Clearstream
Banking, société anonyme.


 


“Common Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as
the Common Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Supplemental Indenture.


 


“Company” means Ball
Corporation, and any and all successors thereto.


 


“Consolidated Cash Flow”
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus,
without duplication:


 


(1)               
provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; plus


 


(2)               
consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or
not capitalized, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital
Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers’ acceptance financings and receivables financings, and net payments, if any, pursuant
to Hedging Obligations, to the extent that any such expense was deducted in computing such Consolidated Net Income; plus


 


(3)                depreciation,
amortization, including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period, and other non-cash expenses, excluding any such non-cash expense to the extent that it
represents an accrual of or reserve for cash expenses in any future period, of such Person and its Subsidiaries for
such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; minus


 






    3


     


    

 


(4)               
non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary
course of business;


 


in each case, on a consolidated basis and
determined in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP; provided, that the following items shall be
excluded in computing Consolidated Net Income (without duplication):


 


(1)               
the Net Income (but not loss) of any Person (other than the Company) that is not a Subsidiary or that is accounted for by
the equity method of accounting except to the extent of the amount of dividends or distributions paid in cash to the specified
Person or a Subsidiary of the Person;


 


(2)               
the Net Income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval, that
has not been obtained or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;


 


(3)               
the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;


 


(4)               
the cumulative effect of a change in accounting principles;


 


(5)               
any gains or losses (on an after-tax basis) attributable to asset dispositions;


 


(6)               
all extraordinary, unusual, or non-recurring gains, charges, expenses or losses;


 


(7)               
any non-cash compensation expenses recorded from grants of stock options, restricted stock and other equity equivalents
to officers, directors and employees;


 


(8)               
any impairment charge or asset write off;


 


(9)               
net charges associated with or related to any restructurings;


 


(10)              
all financial advisory fees, accounting fees, legal fees and similar advisory and consulting fees and related costs and
expenses of the Company and its Subsidiaries incurred as a result of asset acquisitions, investments, asset sales and the issuance
of Capital Stock or Indebtedness (whether or not successful), all determined in accordance with GAAP and in each case eliminating
any increase or decrease in income resulting from non-cash accounting adjustments made in connection with the related asset acquisition,
investment or asset sale;


 


(11)             
expenses incurred by the Company or any Subsidiary to the extent reimbursed in cash by a third party;


 


(12)             
all other non-cash charges, including unrealized gains or losses on agreements with respect to Hedging Obligations and all
non-cash charges associated with announced restructurings, whether announced previously or in the future; and


 


(13)             
income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such
period whether or not such operations were classified as discontinued).


 









    4


     


    

 


“Consolidated Net Tangible Assets”
means, with respect to any specified Person as of any date, the total assets of such Person and its Subsidiaries as of the most
recent fiscal quarter end for which a consolidated balance sheet of such Person and its Subsidiaries is internally available as
of that date, minus (a) all current liabilities of such Person and its Subsidiaries reflected on such balance sheet (excluding
any current liabilities for borrowed money having a maturity of less than 12 months but by its terms being renewable or extendible
beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangible assets of such Person and its Subsidiaries reflected on such balance sheet,
as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Secured Indebtedness”
means, with respect to any specified Person as of any date, (a) the total amount of Indebtedness of such Person and its Subsidiaries
as of the most recent consolidated balance sheet of such Person and its Subsidiaries that is available as of that date that is
secured by a Lien on the assets or property of such specified Person or upon shares of Capital Stock or Indebtedness of any of
its Subsidiaries, as determined on a consolidated basis in accordance with GAAP, plus (b) the total amount of Capital Lease Obligations
of such Person and its Subsidiaries as of the most recent consolidated balance sheet of such Person and its Subsidiaries that is
available as of that date, as determined on a consolidated basis in accordance with GAAP, plus (c) the total amount of Attributable
Debt in respect of Sale and Leaseback Transactions of such Person and its Subsidiaries as of such date.


 


“Consolidated Secured Leverage
Ratio” means, with respect to any specified Person as of any date, the ratio of (a) the Consolidated Secured Indebtedness
of such Person as of such date to (b) the Consolidated Cash Flow of such Person for the four most recent full fiscal quarters ending
immediately prior to such date for which internal financial statements are available. In the event that the specified Person or
any of its Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness
that is secured by a Lien on Principal Property of such Person or upon shares of stock or Indebtedness of any of its Subsidiaries
(other than ordinary working capital borrowings) subsequent to the commencement of the period for which such Consolidated Cash
Flow is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Secured Leverage
Ratio is made (the “Calculation Date”), then the Consolidated Secured Leverage Ratio will be calculated giving
pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter
reference period.


 


In addition, for purposes of calculating
the Consolidated Secured Leverage Ratio:


 


(1)               
acquisitions and dispositions that have been made by the specified Person or any of its Subsidiaries, including through
mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries,
and including any related financing transactions and giving effect to the application of proceeds from any dispositions, during
the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be deemed
to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will
be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; and


 


(2)               
the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded,


 


provided that to the extent that clause (1) or (2) of
this paragraph requires that pro forma effect be given to an acquisition, disposition or discontinued operations, as applicable,
such pro forma calculation shall be made in good faith by a responsible financial or accounting officer of the Company (and may
include, for the avoidance of doubt and without duplication, cost savings, synergies and operating expense resulting from such
acquisition whether or not such cost savings, synergies or operating expense reductions would be allowed under Regulation S-X promulgated
by the SEC or any other regulation or policy of the SEC).


 


“Corporate Trust Office of
the Trustee” will be (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank Trust Company
Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 200 Jacksonville, FL 32256, Attn: Transfer Department and
for all other purposes, Deutsche Bank Trust Company Americas, Trust and Agency Services, 60 Wall Street, 24th Floor, Mail
Stop: NYC60-2405, New York, NY 10005, Attn: Corporates Team, Ball Corp., or (ii) any such other address as to which the
Trustee may give notice to the Company.


 






    5


     


    

 


“Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“Definitive Note” means
a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note will not bear the Global Note Legend.


 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depositary” means Euroclear
and Clearstream, including any and all successors thereto appointed as Depositary hereunder.


 


“Description of Notes”
means the description of notes section of the Company’s prospectus supplement, dated December 2, 2015, relating to the offering
of the Initial Notes.


 


“Dollar” or “$”
means the lawful currency of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary of the Company other than a Foreign Subsidiary.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Excluded Subsidiary”
means such Subsidiaries of the Company as may from time to time be designated by the Company as “Excluded Subsidiaries”
pursuant to an Officers’ Certificate delivered to the Trustee; provided, that each such Subsidiary shall be an Excluded
Subsidiary only if and only for so long as:


 


(1)               
the aggregate of the net sales of all such Subsidiaries shall not exceed $60 million in
any twelve-month period; and


 


(2)               
the aggregate of the assets, including capitalization, of all such Subsidiaries as of any
date shall not exceed $60 million.


 


“Euro” or “€”
means the lawful currency of the European Monetary Union.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear system.


 


“Euro-Denominated Designated Government
Obligations” means non-callable government obligations of any member nation of the European Union whose official currency
is the Euro, certificates, depository receipts or other instruments which evidence a direct ownership interest in such obligations
or principal or interest payments due in respect thereof, or a combination thereof.


 


“Fitch” means Fitch Ratings,
Inc., also known as Fitch Ratings, and its successors.


 


“Foreign Subsidiary”
means any Subsidiary of the Company that is organized under the laws of a jurisdiction other than the United States of America
or any state thereof or the District of Columbia.


 


“GAAP” means
generally accepted accounting principles 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 and such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are applicable as of the date of this Supplemental Indenture.


 






    6


     


    

 


“Global Note Legend”
means the legend set forth in Section 2.06(f), which is required to be placed on all Global Notes issued under this Supplemental
Indenture.


 


“Global Notes” means,
individually and collectively, each of the Global Notes, in the form of Exhibit A hereto issued in accordance with Section
2.01 hereof.


 


“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, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


 


“Guarantors” means:


 


(1)               
each Domestic Subsidiary of the Company as of the date of this Supplemental Indenture that Guarantees any other Indebtedness
of the Company (other than the Excluded Subsidiaries); and


 


(2)               
any other Subsidiary of the Company that executes a supplemental indenture in the form of Exhibit B and becomes a
Guarantor in accordance with the provisions of this Supplemental Indenture;


 


(3)               
and, in each case, their respective successors and assigns.


 


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


 


(1)               
interest rate swap agreements (including from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements; and


 


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


 


“Holder” means a Person
in whose name a Note is registered.


 


“Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, in respect of borrowed money, whether evidenced by credit
agreements, bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof.
In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any Principal Property
of the specified Person or upon the shares of Capital Stock or Indebtedness of any Subsidiary of the specified Person, whether
or not such Indebtedness is assumed by the specified Person, and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person or any liability of any person, whether or not contingent and whether or not it
appears on the balance sheet of such Person.


 


The amount of any Indebtedness outstanding
as of any date will be:


 


(1)               
the accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of interest;


 


(2)               
the principal amount of the Indebtedness in the case of any other Indebtedness; and


 


(3)               
in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 





(a)                
the fair market value (as determined in good faith by the Company) of such assets at the date of determination; and


 


(b)               
the amount of the Indebtedness of the other Person.


 


For the avoidance of doubt, a letter of credit or analogous
instrument will not constitute Indebtedness until it has been drawn upon.


 






    7


     


    

 


“Indenture” means the
Base Indenture, as supplemented by this Supplemental Indenture, governing the Notes, in each case, as amended, supplemented or
restated from time to time.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means
the first €750 million aggregate principal amount of Notes issued under this Supplemental Indenture on the date hereof.


 


“Investment Grade” means
(i) a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), (ii)
a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P), (iii) a rating of BBB-
or better by Fitch (or its equivalent under any successor rating categories of Fitch) and the equivalent Investment Grade credit
rating from any additional Rating Agency or Rating Agencies selected by the Company.


 


“Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New York or London, the city in which the principal
office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest will accrue on such payment for the intervening period.


 


“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
or any lease in the nature thereof; provided that in no event will an operating lease be deemed to constitute a Lien.


 


“Market Exchange Rate”
means the noon buying rate in The City of New York for cable transfers of euros as certified for customs purposes (or, if not so
certified, as otherwise determined) by the Federal Reserve Bank of New York.


 


“Moody’s” means
Moody’s Investors Services, Inc., a subsidiary of Moody’s Corporation, and its successors.


 


“Net Income” means, with
respect to any specified Person, the net income or loss of such Person, determined in accordance with GAAP and before any reduction
in respect of preferred stock dividends, excluding, however:


 


(1)               
any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with the disposition
of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Subsidiaries;


 


(2)               
any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss; and


 


(3)               
any one-time noncash charges (including legal, accounting, debt issuance and debt retirement costs) resulting from the offering
of the Initial Notes, the application of the net proceeds therefrom and the payment of related fees and expenses.


 






    8


     


    

 





“Notes” has the meaning
assigned to it in the preamble to this Supplemental Indenture. The Initial Notes and the Additional Notes will be treated as a
single class for all purposes under this Supplemental Indenture, and unless the context otherwise requires, all references to the
Notes will include the Initial Notes and any Additional Notes.


 


“Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be a vice-president, the principal
financial officer or the principal accounting officer of the Company, that meets the requirements of Sections 12.04 and 12.05 hereof.


 


“Opinion of Counsel”
means an opinion from legal counsel, that meets the requirements of Sections 12.04 and 12.05 hereof. The counsel may be an employee
of or counsel to the Company, or any Subsidiary of the Company.


 


“Participant” means,
with respect to the Common Depositary, a Person who has an account with the Common Depositary.


 


“Permitted Liens” means:


 


(1)               
Liens securing Indebtedness on any Principal Property existing at the time of its acquisition and Liens on any Principal
Property created contemporaneously with or within 270 days after (or created pursuant to firm commitment financing arrangements
obtained within that period) the later of (a) the acquisition or completion of construction or completion of the reconstruction,
renovation, remodeling, expansion or improvement (each, a “substantial improvement”) of such Principal Property or
(b) the placing in operation of such Principal Property after the acquisition or completion of any such construction or substantial
improvement;


 


(2)               
Liens on property or assets or shares of Capital Stock or Indebtedness of a Person existing at the time it is merged, combined
or amalgamated with or into or consolidated with, or its assets or Capital Stock are acquired by, the Company or any of its Subsidiaries
or it otherwise becomes a Subsidiary of the Company; provided, however, that in each case (a) the Indebtedness secured by
such Lien was not incurred in contemplation of such merger, combination, amalgamation, consolidation, acquisition or transaction
in which such Person becomes a Subsidiary of the Company and (b) such Lien extends only to the Capital Stock and assets of
such Person (and Subsidiaries of such Person) and/or to property other than Principal Property or the Capital Stock or Indebtedness
of any Subsidiary of the Company;


 


(3)               
Liens securing Indebtedness in favor of the Company and/or one or more of its Subsidiaries;


 


(4)               
Liens in favor of or required by a governmental unit in any relevant jurisdiction, including any departments or instrumentality
thereof, to secure payments under any contract or statute, or to secure debts incurred in financing the acquisition or construction
of or improvements or alterations to property subject thereto;


 


(5)               
Liens in favor of any customer arising in respect of and not exceeding the amount of performance deposits and partial, progress,
advance or other payments by that customer for goods produced or services rendered to that customer in the ordinary course of business
and consignment arrangements (whether as consignor or as consignee) or similar arrangements for the sale or purchase of goods in
the ordinary course of business;


 


(6)               
Liens existing on the date of this Supplemental Indenture;


 






    9


     


    

 





(7)               
Liens to secure any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings,
refundings or replacements), in whole or in part, of any Indebtedness secured by Liens referred to in the foregoing clauses (1)
through (6) or the following clauses (10) or (11) or Liens created in connection with any amendment, consent or waiver relating
to such Indebtedness, so long as (a) such Lien is limited to (i) all or part of substantially the same property which
secured the Lien extended, renewed, refinanced, refunded or replaced and/or (ii) property other than Principal Property or
the Capital Stock or Indebtedness of any Subsidiary of the Company and (b) the amount of Indebtedness secured is not increased
(other than by the amount equal to any costs, expenses, premiums, fees or prepayment penalties incurred in connection with any
extension, renewal, refinancing, refunding or replacement);


 


(8)               
Liens in respect of cash in connection with the operation of cash management programs and Liens associated with the discounting
or sale of letters of credit and customary rights of set off, banker’s Lien, revocation, refund or chargeback or similar
rights under deposit disbursement, concentration account agreements or under the Uniform Commercial Code or arising by operation
of law;


 


(9)               
Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing or discharging
Indebtedness of the Company or any of its Restricted Subsidiaries, and legal or equitable encumbrances deemed to exist by reason
of negative pledges;


 


(10)            
Liens securing Indebtedness in an aggregate principal amount not to exceed, as of the date such Indebtedness is incurred,
the amount that would cause the Consolidated Secured Leverage Ratio of the Company to be greater than 3.00 to 1.00 as of such date
of incurrence; or


 


(11)            
other Liens, in addition to those permitted in the foregoing clauses (1) through (10), securing Indebtedness having
an aggregate principal amount (including all outstanding Indebtedness incurred pursuant to the foregoing clause (7) to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (11)), measured as of the date of the
incurrence of any such Indebtedness (after giving pro forma effect to the application of the proceeds therefrom), taken together
with the amount of all Attributable Debt of the Company and its Restricted Subsidiaries at that time outstanding relating to Sale
and Leaseback Transactions permitted under Section 4.11 not to exceed 15% of the Consolidated Net Tangible Assets of the Company
measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of the proceeds therefrom
and any transaction in connection with which such Indebtedness is being incurred).


 


For purposes of the foregoing clauses (10)
and (11), (a) with respect to any revolving credit facility secured by a Lien, the full amount of Indebtedness that may be
borrowed thereunder may, at the Company’s election, be deemed to be incurred at the time any revolving credit commitment
thereunder is first extended or increased and will not be deemed to be incurred when such revolving credit facility is drawn upon
and (b) if a Lien by the Company or any of its Restricted Subsidiaries is granted to secure Indebtedness that was previously
unsecured, such Indebtedness will be deemed to be incurred as of the date such Indebtedness is secured.


 


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


 


“Principal Property”
means any manufacturing plant or manufacturing facility owned by the Company or any of its Subsidiaries located within the continental
United States that has a net book value in excess of 1.5% of the Consolidated Net Tangible Assets of the Company. For purposes
of this definition, net book value will be measured at the time the relevant Lien is being created, at the time the relevant secured
Indebtedness is incurred or at the time the relevant Sale and Leaseback Transaction is entered into, as applicable.


 


“Rating Agency” means
(1) each of Moody’s, S&P and Fitch and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails
to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the
Company as a replacement agency for Moody’s, S&P, or Fitch or each of them, as the case may be.


 






    10


     


    

 


“Rating Date” means the
date that is 60 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control
or the intention by the Company to affect a Change of Control.


 


“Ratings Event” means
the occurrence of the events described in (1) or (2) of this definition on, or within 60 days after the earlier of, (i) the occurrence
of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by the Company to effect
a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration
for a possible downgrade by any of the Rating Agencies, provided that no such extension shall occur if on such 60th day
 the Notes are rated Investment Grade by at least one of the Rating Agencies and the rating is not under publicly announced
consideration for a possible downgrade by such Rating Agency):


 


(1)                if
the Notes are rated by any of the Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes shall
be reduced so that the Notes are rated below Investment Grade by each of the Rating Agencies and each Rating Agency
making the reduction publicly confirms or informs  the Company in writing at its request that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred); or


 


(2)               
if the Notes are rated below Investment Grade by each Rating Agency on the Rating Date, the rating of the Notes shall remain
rated below Investment Grade by each Rating Agency.


 


“Responsible Officer”
when used with respect to the Trustee, means 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 will 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 who will have direct responsibility for the administration of this Supplemental Indenture.


 


“Restricted
Subsidiary” means any Domestic Subsidiary (other than any receivables
securitization entity).


 


“S&P” means S&P
Global Ratings Inc., a division of S&P Global Inc., and its successors.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Supplemental Indenture.


 


“Stated Maturity” means,
with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment
thereof.


 


“Subsidiary” means, with
respect to any specified Person:


 


(1)               
any corporation, association or other business entity 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 owned or controlled, directly or indirectly, by such Person; and


 





(2)               
any partnership (a) the sole general partner or the managing general partner of which is such Person or an entity described
in clause (1) and related to such Person or (b) the only general partners of which are such Person or one or more entities
described in clause (1) and related to such Person, or any combination thereof.


 


For the avoidance of doubt, Rocky Mountain Metal Container LLC
will not be deemed to be a Subsidiary of the Company for so long as the Company’s ownership percentage of the Voting Stock
(measured by voting power) of the applicable entity as of the date of the Supplemental Indenture does not materially increase.


 






    11


     


    

 


“Supplemental Indenture”
means this Eleventh Supplemental Indenture, dated as of the date hereof, by and among the Company, the Guarantors and the Trustee,
governing the Notes, as amended, supplemented or otherwise modified from time to time in accordance with the Base Indenture and
the terms hereof.


 


“TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Supplemental Indenture is qualified
under the TIA.


 


“Voting Stock” of any
specified 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.


 


	Section 1.02	Other Definitions.






 


	Term	Defined in
 Section
	“Applicable Law”	2.15
	“Authentication Order”	2.02
	“Calculation Date”	1.01
	“Change of Control Offer”	4.09
	“Change of Control Payment”	4.09
	“Change of Control Payment Date”	4.09
	“Comparable Government Bond”	3.07
	“Comparable Government Bond Price”	3.07
	“Comparable Government Bond Rate”	3.07
	“Covenant Defeasance”	8.03
	“Event of Default”	6.01
	“Independent Investment Banker”	3.07
	“Legal Defeasance”	8.02
	“Paying Agent”	2.03
	“Mandatory Redemption Event”	3.09
	“Payment Default”	6.01
	“Registrar”	2.03
	“Sale and Leaseback Transaction”	4.11
	“Special Mandatory Redemption”	3.09
	“Special Mandatory Redemption Date”	3.09
	“Special Mandatory Redemption Notice”	3.09



 


	Section 1.03 	Incorporation by Reference of Trust Indenture Act.






 


Whenever this Supplemental Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Supplemental Indenture.


 


The following TIA terms used in this Supplemental
Indenture have the following meanings:


 


“indenture securities”
means the Notes;


 





“indenture security holder”
means a Holder of a Note;


 






    12


     


    

 


“indenture to be qualified”
means this Supplemental Indenture;


 


“indenture trustee” or
 “institutional trustee” means the Trustee; and


 


“obligor” on the Notes
and the Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees,
respectively.


 


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


 


	Section 1.04	Rules of Construction.






 


Unless the context otherwise requires:


 


(1)               
a term has the meaning assigned to it;


 


(2)               
an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;


 


(3)               
“or” is not exclusive;


 


(4)               
words in the singular include the plural, and in the plural include the singular;


 


(5)               
provisions apply to successive events and transactions;


 


(6)               
references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time;


 


(7)               
 “will” shall be interpreted to express a command; and


 


(8)               
references to sections of the Indenture refer to sections of this Supplemental Indenture.


 


	Section 1.05	Relationship with Base Indenture.






 


The terms and provisions contained in the
Base Indenture will constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Supplemental
Indenture, the provisions of this Supplemental Indenture will govern and be controlling.


 


The Trustee accepts the amendment of the
Base Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Base Indenture as hereby
amended, but only upon the terms and conditions set forth in this Supplemental Indenture, including the terms and provisions defining
and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture,
and without limiting the generality of the foregoing, the Trustee will not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company
and the Guarantors, or for or with respect to (1) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (2) the proper authorization hereof by the Company and the Guarantors, (3) the due execution
hereof by the Company and the Guarantors or (4) the consequences (direct or indirect and whether deliberate or inadvertent)
of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.


 






    13


     


    

 


ARTICLE
2.


THE
NOTES


 


	Section 2.01	Form and Dating.






 


(a)                
General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit
A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will
be dated the date of its authentication. The Notes will be in denominations of €100,000 and integral multiples of €1,000
in excess thereof.


 


The terms and provisions contained in the
Notes will constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, the Guarantors and
the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Base Indenture,
the provisions of the Note will govern and be controlling, and to the extent any provision of the Note conflicts with the express
provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be controlling.


 


(b)               
Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including
the Global Note Legend thereon). Notes issued in definitive form will be substantially in the form of Exhibit A attached
hereto (but without the Global Note Legend thereon). Each Global Note will represent such of the outstanding Notes as will be specified
therein and each will provide that it will represent the aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as  required by Section 2.06
hereof.


 


	Section 2.02 	Execution and Authentication.






 


One Officer will sign the Notes for the
Company and the Guarantees for the Guarantors by manual or facsimile signature or a signature by the means of an electronic transmission
(including a pdf). If an Officer whose signature is on a Note and/or a Guarantee no longer holds that office at the time such Note
and/or Guarantee is authenticated, such Note and/or Guarantee will nevertheless be valid.


 


A Note and/or a Guarantee will not be valid
until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note or Guarantee,
as applicable, has been authenticated under this Supplemental Indenture.


 


The Trustee will, upon a written order of
the Company signed by one Officer (an “Authentication Order”), authenticate Notes and Guarantees for original
issue in accordance with this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.14 hereof.


 


The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes and Guarantees whenever the
Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.


 


	Section 2.03	Registrar and Paying Agent.






 


The Company will maintain an office
or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a
register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The
Company will notify the Trustee in writing of the name and address of any Agent not a party to this Supplemental Indenture.
If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee will act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 






    14


     


    

 


The Company initially appoints Deutsche
Bank AG, London Branch to act as Common Depositary with respect to the Global Notes.


 


The Company initially appoints the Trustee
to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.


 


For so long as the Notes are admitted to
the Official List of Euronext Dublin and for trading on its Global Exchange Market and the rules of such exchange so require, the
Company will deliver a notice of any change of paying agent, registrar or transfer agent to the Companies’ Announcement Office
of Euronext Dublin. The Company will ensure that it maintains a paying agent (or a nominee of the paying agent) in a member state
of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC
on the taxation of savings income or any other Directive amending, supplementing or replacing such Directive, or any law implementing
or complying with, or introduced in order to conform to, such Directive or Directives.


 


	Section 2.04	Paying Agent to Hold Money in Trust.






 


The Company will require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee,
in writing, of any default by the Company in making any such payment. While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will
have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings
relating to the Company, the Trustee will serve as Paying Agent for the Notes.


 


	Section 2.05	Holder Lists.






 


The Trustee will preserve in as current
a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and will otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven 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 the Holders of Notes and the Company will otherwise
comply with TIA Section 312(a).


 


	Section 2.06	Transfer and Exchange.






 


(a)                
Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Common Depositary
to a nominee of the Common Depositary, by a nominee of the Common Depositary to the Common Depositary or to another nominee of
the Common Depositary, or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor
Common Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:


 


(1)               
the Common Depositary notifies the Company that it is no longer willing or able to act as a depositary for such Global Notes
or ceases to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor common depositary
within 90 days;


 





(2)               
an Event of Default has occurred and is continuing and the Common Depositary requests the issuance of certificated notes;
or


 


(3)               
the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Common Depositary.


 






    15


     


    

 


Upon the occurrence of any of the preceding
events in (1), (2) or (3) above, Definitive Notes will be issued in such names and in any approved denominations as the Common
Depositary will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, will be authenticated and delivered in the form of, and will be,
a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c) or (g) hereof.


 


(b)               
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes will be effected through the Common Depositary, in accordance with the provisions of this Supplemental Indenture
and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(1)               
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will
be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).


 


(2)               
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


(A)              
(i) a written order from a Participant or an Indirect Participant given to the Common Depositary in accordance with
the Applicable Procedures directing the Common Depositary to credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given in accordance
with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.


 


Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee will adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.06(g) hereof.


 


(c)                
Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global
Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(g) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations
as the holder of such beneficial interest requests through instructions to the Registrar from or through the Common Depositary
and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered.


 






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(d)               
Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a Definitive Note may exchange such
Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global
Notes.


 


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to the previous paragraph at a time when a Global Note has not yet
been issued, the Company will issue and, upon receipt of the Company’s order, the Trustee will authenticate one or more Global
Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


A Holder of Definitive Notes may transfer
such Notes to a Person who takes delivery thereof in the form of a Definitive Note.


 


(e)                
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder will present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder will provide any
additional certifications, documents and information, as applicable, reasonably requested by the Registrar or the Company.


 


(f)                 
Legends. The following legends will appear on the face of all Global Notes issued under this Supplemental Indenture
unless specifically stated otherwise in the applicable provisions of this Supplemental Indenture.


 


“THIS GLOBAL NOTE IS HELD BY THE COMMON
DEPOSITARY (AS  DEFINED IN THE ELEVENTH SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE  BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY  PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE  REQUIRED PURSUANT TO SECTION 2.06 OF THE ELEVENTH
SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED  IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE ELEVENTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE  MAY BE DELIVERED TO THE TRUSTEE FOR 
CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND  (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE
COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON
DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV
(“EUROCLEAR”) OR CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET
NOMINEES LIMITED OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY
PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.”


 






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


 


(h)               
General Provisions Relating to Transfers and Exchanges.


 


(1)               
To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon the Company’s order or at the Registrar’s request.


 


(2)               
No service charge will be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.09 and 9.05 hereof).


 


(3)               
The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(4)               
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(5)               
The Company will not be required:


 


(A)              
to issue, to register the transfer of or to exchange any Notes during a period of 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;


 


(B)              
to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or


 


(C)              
to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


 


(6)               
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem
and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company will be
affected by notice to the contrary.


 






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(7)               
The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(8)               
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic transmission (including a pdf).


 


(9)               
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any
Note 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 Supplemental Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


(10)            
Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Common Depositary.


 


	Section 2.07	Replacement Notes.






 


If any mutilated Note is surrendered to
the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note,
the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note.  An
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. 
The Company and the Trustee may charge for its expenses in replacing a Note.


 


Every replacement Note is an additional
obligation of the Company and will be entitled to all of the benefits of this Supplemental Indenture equally and proportionately
with all other Notes duly issued hereunder.


 


	Section 2.08	Outstanding Notes.






 


The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section
2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.


 


If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other than the Company,
a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable
on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.


 


	Section 2.09	Treasury Notes.






 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, will be considered
as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so
disregarded.


 






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	Section 2.10	Temporary Notes.






 


Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes.  Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as will be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company
will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes will be entitled
to all of the benefits of this Supplemental Indenture.


 


	Section 2.11	Cancellation.






 


The Company at any time may deliver Notes
to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them
for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures and will return such canceled
Notes to the Company at the Company’s written request.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for cancellation.


 


	Section 2.12	Defaulted Interest.






 


If the Company defaults in a payment of
interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment.  The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date will be less than 10 days prior to the related
payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and at the expense of the Company) will deliver or cause to be delivered to Holders
a notice that states the special record date, the related payment date and the amount of such interest to be paid.


 


	Section 2.13	Common Code Number.






 


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


 


	Section 2.14	Issuance of Additional Notes.






 


The Company will be entitled, upon delivery
of an Officer’s Certificate and an Opinion of Counsel, to issue Additional Notes under this Supplemental Indenture which
will have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance and issue
price.  The Initial Notes issued on the date hereof and any Additional Notes issued will be treated as a single class for
all purposes under this Supplemental Indenture.


 


With respect to any Additional Notes, the
Company will set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which will
be delivered to the Trustee, the following information:


 


(a)                
the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental
Indenture; and


 





(b)               
the issue price, the issue date and the Common Code number of such Additional Notes.


 






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	Section 2.15	FATCA.






 


In order to comply with applicable tax laws,
rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect
from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other
institution that is or has agreed to be subject to the Supplemental Indenture, and the Company agrees (i) to the extent available
to such Person, to provide to the Trustee sufficient information about holders or other applicable parties and/or transactions
(including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations
under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Supplemental
Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability. The terms of
this section shall survive the termination of this Supplemental Indenture.


 


	Section 2.16	Unavailability of Euro.






 


If the Euro is unavailable to the Company
due to the imposition of exchange controls or other circumstances beyond the Company’s control or the Euro is no longer used
by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of
transactions by public institutions within the international banking community, then all payments in respect of the Notes will
be made in Dollars until the Euro is again available to the Company or so used. In such circumstances, the amount payable on any
date in Euros will be converted to Dollars on the basis of the Market Exchange Rate on the second Business Day before the date
that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market
Exchange Rate on or before the date that payment is due. Any payment in respect of the Notes so made in Dollars will not constitute
an Event of Default under this Supplemental Indenture or the Notes. Neither the Trustee nor the Paying Agent will be responsible
for obtaining exchange rates, effecting conversions or otherwise handling redenominations.


 


ARTICLE
3.


REDEMPTION AND PREPAYMENT


 


	Section 3.01	Notice to Trustee.






 


If the Company elects to redeem Notes
pursuant to the redemption provisions of Section 3.07 hereof, it will furnish to the Trustee, at least 15  days but not more
than 60 days before a redemption date, an Officers’ Certificate setting forth:


 


(i)                 
the provision of this Supplemental Indenture pursuant to which the redemption will occur;


 


(ii)               
the redemption date;


 


(iii)             
the principal amount of Notes to be redeemed;


 


(iv)              
the redemption price; and


 


(v)               
the Common Code numbers of the Notes to be redeemed.


 


	Section 3.02	Selection of Notes to Be Redeemed.






 


If less than all of the Notes are to
be redeemed at any time, Common Depositary will select the Notes to be redeemed among the Holders of the Notes (a) in
compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or,
(b) if the Notes are not so listed, on a pro rata basis (unless otherwise required by law or applicable stock
exchange or Common Depositary requirements).  In the event of partial redemption by lot, the particular Notes to be
redeemed will be selected, unless otherwise provided herein, (a) in the case of Global Notes, in accordance with the Common
Depositary’s Applicable Procedures or (b) in the case of Definitive Notes, not less than 30 nor more than 60 days prior
to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.


 






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The Trustee will promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed.  Notes and portions of Notes selected will be in amounts of €100,000 or whole multiples of €1,000
in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held
by such Holder, even if not a multiple of €1,000, will be redeemed.  Except as provided in the preceding sentence, provisions
of this Supplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


	Section 3.03	Notice of Redemption.






 


At least  15 days but not more than 60
days before a redemption date, the Company will deliver or cause to be delivered a notice of redemption to each Holder whose
Notes are to be redeemed.


 


The notice will identify the Notes to be
redeemed, including the Common Code numbers, and will state:


 


(1)               
the redemption date;


 


(2)               
the redemption price;


 


(3)               
if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued
in the name of the Holder of such Notes upon cancellation of the original Note;


 


(4)               
the name and address of the Paying Agent;


 


(5)               
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)               
that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue
on and after the redemption date;


 


(7)               
the paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption
are being redeemed; and


 


(8)               
that no representation is made as to the correctness or accuracy of the Common Code number, if any, listed in such notice
or printed on the Notes.


 


At the Company’s written
request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company will have delivered to the Trustee, at least  30 days prior to the redemption date (or such
shorter period as the Trustee in its sole discretion may allow), an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.


 


All notices to the Holders of the Notes
regarding the Notes will be mailed to them at their respective addresses in the register of the Notes and will be deemed to have
been given on the fourth Business Day after the date of mailing.


 


For Notes which are
represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the
relevant notices to Euroclear or Clearstream for communication to entitled account Holders in substitution for the aforesaid
mailing. So long as any Notes are admitted to the Official List of Euronext Dublin and admitted for trading on its Global
Exchange Market and the rules of Euronext Dublin so require, any such notice to the Holders of the Notes shall also be
delivered to the Companies’ Announcements Office of Euronext Dublin and, in connection with any redemption, the Company
will notify Euronext Dublin of any change in the principal amount of Notes
outstanding.


 






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	Section 3.04	Effect of Notice of Redemption.






 


Once notice of redemption is delivered in
accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the
redemption price; provided, that any redemption of Notes pursuant to this Supplemental Indenture may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a sale of common stock
or other corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or more conditions
precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not
occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption
date, or by the redemption date so delayed and such redemption provisions may be adjusted to comply with the requirements of the
Common Depositary.


 


	Section 3.05	Deposit of Redemption Price.






 


One Business Day prior to the redemption
date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent will promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption.  If a Note is redeemed on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest will be paid to the Person in whose name such Note was registered at the close
of business on such record date.  If any Note called for redemption will not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest will be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01 hereof.


 


	Section 3.06	Notes Redeemed in Part.






 


Upon surrender of a Note that is redeemed
in part, the Company will issue and, upon the Company’s written request, the Trustee will authenticate for the Holder at
the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


No Notes of €100,000 or less can be
redeemed in part.


 


	Section 3.07	Optional Redemption.






 


The Company
may redeem the Notes at any time in whole, or from time to time in part, prior to December 15, 2023 (three months prior to the
maturity date of the Notes) (the “Par Call Date”), in each case, at its option, at a redemption price equal
to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes that would be due if such Notes matured on the Par
Call Date discounted to the date of redemption (excluding interest accrued to the date of redemption), on a semiannual basis,
at a rate equal to the sum of the Comparable Government Bond Rate plus 50 basis points, plus in each case, any accrued and unpaid
interest on the Notes to but excluding the date of redemption. The redemption prices will be calculated on the basis of a 365-day
year or a 366-day year, as applicable, and the actual number of days elapsed.


 






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At any time on or after the Par Call Date,
the Company may redeem all or any of the Notes at any time in whole, or from time to time in part, at its option, at a redemption
price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest on the Notes to, but excluding, the date
of redemption.


 


Notwithstanding the foregoing, installments
of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable
on the interest payment date to the registered holders as of the close of business on the relevant record date according to the
Notes and this Supplemental Indenture.


 


For purposes of the foregoing, the
following definitions apply:


 


“Comparable
Government Bond” means in relation to any Comparable Government Bond Rate calculation, at the discretion of an
Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the notes to be
redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such
other German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market
makers in, German government bonds selected by us, determine to be appropriate for determining the Comparable Government
Bond Rate.“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to
three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes to be redeemed, if
they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to
the gross redemption yield on such  Business Day of the Comparable Government Bond on the basis of the middle market price of
the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such  Business Day as determined by an
Independent Investment Banker.


 


“Independent Investment Banker”
means Merrill Lynch International, or, if such firm is unwilling or unable to select the applicable Comparable Government Bond,
an independent investment banking institution of national standing appointed by the Company.


 


	Section 3.08	Mandatory Redemption.






 


The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.


 


	Section 3.09	[Reserved.] 






 


	Section 3.10	Payment of Additional Amounts.






 


All payments in respect of the Notes will
be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof
or therein, or by any other jurisdiction from or through which payment is made, unless such withholding or deduction is required
by law. If such withholding or deduction is required by law, the Company will pay to a holder who is not a United States person
such additional amounts on the Notes as are necessary in order that the net payment of the principal of, and premium or redemption
price, if any, and interest on, such Notes to a holder, after such withholding or deduction, will not be less than the amount provided
in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply:


 


(1)               
to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder, being considered as;


 


(A)              
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment
in the United States;


 





(B)              
having a current or former connection with the United States (other
than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any
rights thereunder), including being or having been a citizen or resident of the United States;


 






    24


     


    

 


(C)              
being a controlled foreign corporation related to the Company directly,
indirectly or constructively through stock ownership for United States federal income tax purposes;


 


(D)              
being an owner of a 10% or greater interest in voting stock of
the Company within the meaning of Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’)
or any successor provision; or


 


(E)               
being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its trade or business;


 


(2)               
to any holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership
or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial
owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount
had the beneficiary, settlor, beneficial owner or member received directly from the
Company its beneficial or distributive share of the payment;


 


(3)               
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or
beneficial owner of the applicable Note, to comply with any applicable certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of such
Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable
income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental
charge;


 


(4)               
to any tax, assessment or other governmental charge that is imposed
otherwise than by withholding from the payment;


 


(5)               
to any estate, inheritance, gift, sales, transfer, wealth, capital
gains or personal property tax or similar tax, assessment or other governmental charge;


 


(6)               
to any tax, assessment or other governmental charge that would
not have been imposed but for the presentation by the holder of any such Note, where presentation is required, for payment on a
date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later, except to the extent that the holder or beneficial owner thereof would have been entitled to additional
amounts had the Note been presented for payment on the last day of such 30 day period;


 


(7)               
to any withholding or deduction that is imposed on a payment pursuant
to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto
(that are substantively comparable and not materially more onerous to comply with) and any regulations or official law, agreement
or interpretations thereof in any jurisdiction implementing an intergovernmental approach thereto; or


 


(8)               
in the case of any combination of items (1)-(7) of this Section
3.10.


 


Except
as specifically provided by this Section 3.10, the Company will
not be required to make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government
or a political subdivision or taxing authority of or in any government or political subdivision.





 






    25


     


    

 


As used in Sections 3.10 and 3.11 hereof,
the term “United States” means the United States of America (including the States and the District of Columbia), and
the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal
income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia, including an entity treated as a corporation for United States federal
income tax purposes, or any estate or trust the income of which is subject to United States federal income taxation regardless
of its source.


 


	Section 3.11	Redemption for Tax Reasons.






 


If, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or
therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or after the date hereof, the Company becomes or, based
upon a written opinion of independent tax counsel of recognized standing selected by the Company, will become obligated to pay
additional amounts pursuant to Section 3.10 hereof with respect to the Notes, then the Company may at its option, having given
not less than 15 nor more than 60 days prior notice to holders, redeem, in whole, but not in part, the Notes at a redemption price
equal to 100% of the principal amount, together with accrued and unpaid interest (including any additional amounts) on such notes
to, but excluding, the redemption date.


 


ARTICLE
4.


COVENANTS


 


	Section 4.01	Payment of Notes.






 


The Company or a Guarantor will pay or cause
to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. 
Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. London Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 


The Company or a Guarantor will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then
applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful.


 


	Section 4.02	Maintenance of Office or Agency.






 


The Company will maintain an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered
for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this
Supplemental Indenture may be served.  The Company will 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 Company fails to maintain any such required office or
agency or fails 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.


 


The Company may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations. The Company will 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.


 


The Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.


 






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	Section 4.03	Reports.






 


(a)                
Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will
furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for
public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace
periods):


 


(1)               
all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms
10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial
statements by the Company’s independent registered public accountants; and


 


(2)               
all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such
reports.


 


In addition, whether or not required by
the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1)
and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving
effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities
analysts and prospective investors upon request.  The Company will at all times comply with TIA Section 314(a).  Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such will not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).


 


(b)               
For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(c)       If
the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified
above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will
not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC
will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs
on its website within the time periods that would apply if it was required to file those reports with the SEC.


 


	Section 4.04	Compliance Certificate.






 


(a)                
The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) will deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with
a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Supplemental Indenture,
and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in this Supplemental Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions of this Supplemental Indenture (or, if a Default
or Event of Default will have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on
the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes
to take with respect thereto.


 






    27


     


    

 





(b)               
So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above will be accompanied by a written statement of the Company’s
independent registered public accountants (who will be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that
the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such accountants will not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


 


(c)                
The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, as soon as possible, but in no event
later than five days after any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying
such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


	Section 4.05	Taxes.






 


The Company will pay, and will cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.


 


	Section 4.06	Stay, Extension and Usury Laws.






 


The Company and each of the Guarantors covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Supplemental Indenture; and the Company and each of the Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been enacted.


 


	Section 4.07	Limitation on Liens.






 


The Company will not, nor will it permit
any of its Restricted Subsidiaries to, create, incur or assume any Lien (other than Permitted Liens) upon any Principal Property
or upon the Capital Stock or Indebtedness of any of its Subsidiaries, in each case to secure Indebtedness of the Company, any Subsidiary
of the Company or any other Person, without securing the Notes (together with, at the option of the Company, any other Indebtedness
of the Company or any Subsidiary ranking equally in right of payment with the Notes) equally and ratably with or, at the option
of the Company, prior to, such other Indebtedness for so long as such other Indebtedness is so secured. Any Lien that is granted
to secure the Notes under this Section 4.07 shall be automatically released and discharged at the same time as the release of the
Lien that gave rise to the obligation to secure the Notes under this Section 4.07.


 


	Section 4.08	Corporate Existence.






 


Subject to Articles 5 and 10 hereof, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence,
and the corporate, partnership or other existence of each of its Subsidiaries with $20.0 million of net sales in the most recent
twelve month period or assets of $20.0 million, in accordance with the respective organizational documents (as the same may be
amended from time to time) and (ii) the rights (charter and statutory), licenses and franchises of the Company, its Subsidiaries
with $20.0 million of net sales in the most recent twelve month period or assets of $20.0 million; provided, however, that
the Company will not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Subsidiaries, if the Board of Directors will determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.


 






    28


     


    

 


	Section 4.09 	Offer to Purchase Upon Change of Control Repurchase Event.








 


(a)                
If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes as described
in Section 3.07 hereof within 60 days after the Change of Control, the Company will make an offer (a “Change of Control
Offer”) to each Holder of Notes to repurchase all or any part, equal to €100,000 or an integral multiple of €1,000
in excess thereof, of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of
the Notes repurchased, plus any accrued and unpaid interest on the Notes repurchased to but excluding the date of repurchase (the
 “Change of Control Payment”).  Within 30 days following any Change of Control Repurchase Event, or, at
the Company’s option, prior to the consummation of the Change of Control transaction but after the public announcement thereof,
the Company will send a notice to each Holder describing the transaction or transactions that constitutes the Change of Control
and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”),
which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures
required by this Supplemental Indenture and described in such notice. If sent prior to the date of consummation of the Change of
Control transaction, the notice will state that the Change of Control Offer is conditioned on a Change of Control Repurchase Event
occurring prior to the Change of Control Payment Date. The Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control Repurchase Event.  To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Supplemental Indenture,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control Repurchase Event provisions of this Supplemental Indenture by virtue of such compliance.


 


(b)               
On the Change of Control Payment Date, the Company will, to the extent lawful,


 


(1)               
accept for payment all Notes or portions of the Notes (equal to €100,000 or an integral multiple of €1,000 in
excess thereof) properly tendered pursuant to a Change of Control Offer;


 


(2)               
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of the
Notes properly tendered; and


 


(3)               
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions of the Notes being repurchased by the Company.


 


The Paying Agent will promptly deliver to
each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail, or cause to be transferred by book entry, to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each new Note will be in a principal amount of €100,000 or an integral
multiple of €1,000 in excess thereof.


 


Except as described above with respect to
a Change of Control, this Supplemental Indenture does not contain provisions that permit the Holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.


 


(c)                
Notwithstanding anything to the contrary in this Section 4.09, the Company will not be required to make a Change of Control
Offer upon a Change of Control Repurchase Event if (1) 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 Supplemental Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice
of redemption has been given pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption
price.


 






    29


     


    

 


(d)                
If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not
withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu
of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company
or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that
such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above,
to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment
Date”) at a price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to, but excluding, the Second Change of Control Payment Date.


 


(e)                
For so long as the Notes are admitted to the Official List of Euronext Dublin and for trading on its Global Exchange Market
and the rules of such exchange so require, the Company will deliver notices relating to the Change of Control to the Companies’
Announcement Office of Euronext Dublin.


 


	Section 4.10	Additional Guarantees.






 


If the Company or any of its
Subsidiaries acquires or creates another Domestic Subsidiary that is a Restricted Subsidiary after the date of this
Supplemental Indenture and such newly acquired or created Domestic Subsidiary Guarantees (or is a guarantor of) any other
Indebtedness of the Company, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute and
deliver a supplemental indenture in the form of Exhibit B within 20  Business Days of the date on which it was acquired
or created or such later date on which it guarantees (or is a guarantor of) such other Indebtedness of the Company; provided,
that this Section 4.10 does not apply to any Excluded Subsidiary for so long as it continues to constitute an Excluded
Subsidiary.


 


	Section 4.11	Sale and Leaseback Transactions.






 


(a)                
The Company will not, nor will it permit any of its Restricted Subsidiaries to, enter into any arrangement with any other
Person pursuant to which the Company or any of its Restricted Subsidiaries leases any Principal Property that has been or is to
be sold or transferred by the Company or the Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction”),
except that a Sale and Leaseback Transaction is permitted if the Company or such Restricted Subsidiary would be entitled to incur
Indebtedness secured by a Lien on the Principal Property to be leased, without equally and ratably securing the Notes, in an aggregate
principal amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction.


 


(b)               
In addition, the following Sale and Leaseback Transactions are not subject to the limitations of Section 4.11(a) and Section
4.07:


 


(1)               
temporary leases for a term, including renewals at the option of the lessee, of not more than three years;


 


(2)               
leases between only the Company and a Subsidiary of the Company or only between Subsidiaries of the Company;


 


(3)               
leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined
in good faith by the Company) of the subject property and the Company applies an amount equal to the net proceeds of the sale to
the retirement of long term Indebtedness or the purchase, construction, development, expansion or improvement of other property
or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that in lieu of applying
such amount to the retirement of long-term Indebtedness, the Company may deliver Notes or other debt securities to the Trustee
for cancellation; and


 


(4)               
leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction,
development, expansion or improvement, or the commencement of commercial operation, of the subject property.


 



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ARTICLE
5.


SUCCESSORS


 


	Section 5.01	Merger, Consolidation or Sale of Assets.






 


The Company will not, directly or indirectly:
(1) consolidate or merge with or into another Person, or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related
transactions, to another Person unless:


 


(i)                
either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation
or merger, if other than the Company, or to which such sale, assignment, transfer, conveyance or other disposition has been made
is either a corporation organized or existing under the laws of the United States, any state of the United States or the District
of Columbia or, if such Person is not a corporation, a co-obligor of the Notes that is a corporation organized or existing under
any such laws is added;


 


(ii)               
the Person formed by or surviving any such consolidation or merger, if other than the Company, or the Person to which such
sale, assignment, transfer, conveyance or other disposition will have been made assumes all the obligations of the Company under
the Notes and this Supplemental Indenture pursuant to agreements reasonably satisfactory to the Trustee; and


 


(iii)             
immediately after such transaction no Default or Event of Default exists.


 


The provisions of this Section 5.01 will not apply to a merger,
consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Subsidiaries.


 


	Section 5.02	Successor Corporation Substituted.






 


Upon any consolidation or merger, or any
sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made will succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions
of this Supplemental Indenture referring to the “Company” will refer instead to the successor corporation and not to
the Company), and may exercise every right and power of the Company under this Supplemental Indenture with the same effect as if
such successor Person had been named as the Company herein; provided, however, that the predecessor Company will not be
relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s
assets that meets the requirements of Section 5.01 hereof.


 


ARTICLE
6.

DEFAULTS AND REMEDIES


 


	Section 6.01	Events of Default.






 


Each of the following is an “Event
of Default:”


 


(a)                
 default for 30 days in the payment when due of interest on the Notes;


 


(b)               
default in the payment when due of the principal of or premium, if any, on the Notes;


 


(c)               
the Company fails for 30 days after notice specifying the default from the Trustee or the Holders of at least 25% of the
aggregate principal amount of the Notes then outstanding to comply with the provisions of Section 4.09 hereof;


 






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(d)               
the Company or any of its Subsidiaries fails for 60 days after notice specifying the default from the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in this
Supplemental Indenture or the Notes;


 


(e)               
the Company or any of its Subsidiaries (other than a receivables securitization entity) defaults under any Indebtedness
for money borrowed by the Company or any of its Subsidiaries (other than a receivables securitization entity) (or the payment of
which is guaranteed by the Company or any of its Subsidiaries (other than a receivables securitization entity)) whether such Indebtedness
or guarantee now exists, or is created after the date of this Supplemental Indenture, if that default:


 


(1)               
is caused by a failure to pay principal on such Indebtedness at its final stated maturity (or on or before the expiration
of any grace period provided in such Indebtedness on the date of such default) (a “Payment Default”); or


 


(2)               
results in the acceleration of such Indebtedness prior to its express maturity;


 


and in each case, (i) the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there is a Payment Default or the maturity of which
has been so accelerated, aggregates $75.0 million or more or its foreign currency equivalent and (ii) the Company has received
notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding
and thereafter does not cure the default within 30 days;


 


(f)                
the Company or any of its Subsidiaries fails to pay final judgments aggregating in excess of $75.0 million or its foreign
currency equivalent, excluding amounts covered by insurance, which judgments are not paid, discharged or stayed for a period of
60 days;


 


(g)               
any Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for
any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of
any Guarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its Guarantee, in each case except as
permitted by this Supplemental Indenture.


 


(h)               
the Company or any of its Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of 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 all or substantially all of its property,


 


(iv)              
makes a general assignment for the benefit of its creditors,


 


(v)               
generally is not paying its debts as they become due; or


 


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


 


(i)                 
is for relief against the Company or any of its Significant Subsidiaries  in an involuntary case;


 


(ii)               
appoints a custodian of the Company or any of its Significant Subsidiaries for all or substantially all of the property of the Company or any of its Significant
Subsidiaries; or


 






    32


     


    

 


(iii)             
orders the liquidation of the Company or any of its Significant Subsidiaries; and


 


the order or decree remains unstayed
and in effect for 60 consecutive days.


 


	Section 6.02	Acceleration.






 


If any Event of Default (other than an
Event of Default specified in clause (h) or (i) of Section 6.01 hereof) with respect to the Company  or any Significant
Subsidiary occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately.  Upon any such declaration, the Notes will become due
and payable immediately.  Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of
Section 6.01 hereof occurs with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will be due and payable without
further action or notice.  Holders of the Notes may not enforce this Supplemental Indenture or the Notes except as
provided in this Supplemental Indenture.


 


In the case of any Event of Default occurring
by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of this Supplemental Indenture, an equivalent premium will also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.


 


The Company is required to deliver to the
Trustee annually a statement regarding compliance with this Supplemental Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 


	Section 6.03	Other Remedies.






 


If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or
to enforce the performance of any provision of the Notes or this Supplemental Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee
or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by
law.


 


	Section 6.04	Waiver of Past Defaults.






 


The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under this Supplemental Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration.  Upon any such waiver, such
Default or Event of Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured for
every purpose of this Supplemental Indenture; but no such waiver will extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.


 


	Section 6.05	Control by Majority.






 


Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Supplemental Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal liability.


 






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	Section 6.06	Limitation on Suits.






 


A Holder of a Note may pursue a remedy with
respect to this Supplemental Indenture or the Notes only if:


 


(a)               
the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;


 


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


 


(c)               
such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee security or indemnity satisfactory
to the Trustee against any loss, liability or expense;


 


(d)               
the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested,
the provision of such security or indemnity; and


 


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


 


A Holder of a Note may not use this Supplemental
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note
(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 any Holder).


 


	Section 6.07	Rights of Holders of Notes to Receive Payment.






 


Notwithstanding any other provision of this
Supplemental Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, will 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, the Trustee is authorized to recover judgment in its own name and as Trustee of an express
trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such further amount as will be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


	Section 6.09	Trustee May File Proofs of Claim.






 


The Trustee is authorized to 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 the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors
or its property and will be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable
on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee will consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, will be denied for any reason, payment of the same
will be secured by a Lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise.  Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 






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	Section 6.10	Priorities.






 


If the Trustee collects any money pursuant
to this Article, it will pay out the money in the following order:


 


First: to the Trustee,
its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:  to the Paying
Agent and Registrar for amounts due to them for services rendered hereunder;


 


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


 


Fourth:  to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Holders of Notes pursuant to this Section 6.10.


 


	Section 6.11	Undertaking for Costs.






 


In any suit for the enforcement of any right
or remedy under this Supplemental Indenture or in any suit against the Trustee for any action taken or omitted by it as a 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 of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.


 


ARTICLE
7.

TRUSTEE


 


	Section 7.01	Duties of Trustee.






 


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


 


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


 


(i)                 
the duties of the Trustee will be determined solely by the express provisions of this Supplemental Indenture and the Trustee
need perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants
or obligations will be read into this Supplemental Indenture against the Trustee; and


 






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(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 Supplemental Indenture, but in the case of any such certificates of opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee will be under a duty to examine the same to determine whether or not they
conform to the requirements of this Supplemental 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 liabilities for its own negligent action, its own 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 will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)              
the Trustee will 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 hereof.


 


(d)               
Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section and Section 7.02.


 


(e)               
No provision of this Supplemental Indenture will require the Trustee to expend or risk its own funds or incur any liability. 
The Trustee will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request
of any Holders, unless such Holders will have offered to the Trustee security and indemnity satisfactory to it against any loss,
liability, cost or expense that might be incurred by it in compliance with such request or direction.


 


(f)                
The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with
the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by
law.


 


	Section 7.02	Rights of Trustee.






 


(a)               
The Trustee may conclusively rely upon 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 will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




 


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


 


(d)               
The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Supplemental Indenture.


 


(e)               
Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the
Company or any Guarantor will be sufficient if signed by an Officer of the Company or Guarantor issuing such demand, request or
notice.


 






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(f)                
Whenever in the administration of this Supplemental Indenture, the Trustee will deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.


 


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


 


(h)               
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, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, 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 Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(i)                
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.


 


(j)                
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder.


 


(k)               
The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person as so authorized
in any such certificate previously delivered and not superseded.


 


	Section 7.03	Individual Rights of Trustee.






 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with
the same rights it would have if it were not Trustee.  However, in the event the Trustee acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Supplemental Indenture
has been qualified under the Trust Indenture Act) or resign.  Any Agent may exercise the same rights, with the same duties,
as the Trustee under this Section 7.03.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


	Section  7.04	Trustee’s Disclaimer.






 


The Trustee will not be responsible for
and makes no representation as to the validity or adequacy of this Supplemental Indenture or the Notes, it will not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Supplemental Indenture, it will not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement
in the Notes or any other document in connection with the sale of the Notes or pursuant to this Supplemental Indenture other than
its certificate of authentication.


 


	Section 7.05	Notice of Defaults.






 


If a Default or Event of Default occurs
and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee will mail to Holders of Notes
a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default relating to the payment of principal of or interest on any Note, the Trustee may withhold the notice from Holders of the
Notes if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes.


 






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	Section 7.06	Reports by Trustee to Holders of the Notes.






 


Within 60 days after each January 1 beginning
with the January 1 following the date of this Supplemental Indenture, and for so long as Notes remain outstanding, the Trustee
will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but
if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need
be transmitted).  The Trustee also will comply with TIA Section 313(b)(2).  The Trustee will also deliver all reports
as required by TIA Section 313(c).


 


A copy of each report at the time of its
delivery to the Holders of Notes will be delivered to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA Section 313(d).  The Company will promptly notify the Trustee when the Notes are listed
on any stock exchange or delisted therefrom.


 


	Section 7.07	Compensation and Indemnity.






 


The Company and the Guarantors will pay
to the Trustee from time to time such reasonable compensation as agreed upon in writing for its acceptance of this Supplemental
Indenture and services hereunder.  The Trustee’s compensation will not be limited by any law on compensation of a Trustee
of an express trust.  The Company and the Guarantors will reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses will include
the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


The Company and the Guarantors will, jointly
and severally, indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses (including taxes other
than taxes based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against
the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company
and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful
misconduct.  The Trustee will notify the Company promptly of any claim for which it may seek indemnity.  Failure by the
Trustee to so notify the Company will not relieve the Company and the Guarantors of its obligations hereunder.  The Company
will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the Company
will pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its consent,
which consent will not be unreasonably withheld.


 


The obligations of the Company and the Guarantors
under this Section 7.07 shall be joint and several and will survive the satisfaction and discharge of this Supplemental Indenture.


 


To secure the Company’s and the Guarantors’
payment obligations in this Section, the Trustee will have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien will survive the satisfaction
and discharge of this Supplemental Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


 


The Trustee will comply with the provisions
of TIA Section 313(b)(2) to the extent applicable.


 






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	Section 7.08	Replacement of Trustee.






 


A resignation or removal of the Trustee
and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section.


 


The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the Company.  The Holders of Notes of a majority in aggregate
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. 
The Company may remove the Trustee if:


 


(a)               
the Trustee fails to comply with Section 7.10 hereof;


 


(b)               
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law;


 


(c)               
a custodian or public officer takes charge of the Trustee or its property; or


 


(d)               
the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  Within
one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of
at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee, after written request by
any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of
a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee will deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring
Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this
Supplemental Indenture.  The successor Trustee will deliver a notice of its succession to Holders of the Notes.  The
retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee (including its agents and/or counsel) hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.07 hereof will continue for the benefit of the retiring Trustee.


 


	Section 7.09	Successor Trustee by Merger, Etc. 






 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation
without any further act will be the successor Trustee.


 


	Section 7.10	Eligibility; Disqualification.






 


There will at all times be a Trustee hereunder
that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that
is authorized under such laws to exercise corporate Trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published
annual report of condition.


 






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This Supplemental Indenture will always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).


 


	Section 7.11	Preferential Collection of Claims Against Company.






 


The Trustee is subject to TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed will be subject to
TIA Section 311(a) to the extent indicated therein.


 


ARTICLE
8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.






 


The Company may, at the option of its Board
of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.


 


	Section 8.02	Legal Defeasance and Discharge.






 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all
outstanding Notes and to have each Guarantor’s obligation discharged with respect to its Guarantee on the date the conditions
set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that
the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Supplemental Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Supplemental Indenture (and the Trustee, on demand of and at the expense of the Company, will execute proper
instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
hereunder:  (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, interest on such Notes when
such payments are due, (b) the Company’s obligations with respect to the Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations
in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.


 


	Section 8.03	Covenant Defeasance.






 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each Restricted Subsidiary will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained
in Sections 4.03, 4.07, 4.09, 4.10 and 4.11 and clause (iii) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company, each Guarantor and each
Restricted Subsidiary may omit to comply with and will have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will
not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this
Supplemental Indenture and such Notes will be unaffected thereby. In addition, upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(c) through 6.01(e) hereof will not constitute Events of Default.


 






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	Section 8.04	Conditions to Legal or Covenant Defeasance.






 


The following will be the conditions to
the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:


 


In order to exercise either Legal Defeasance
or Covenant Defeasance:


 


(a)               
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Euros
or Euro-Denominated Designated Government Obligations, in amounts as will be sufficient, in the written opinion of a nationally
recognized investment bank, appraisal firm of independent public accountants, to pay the principal of, or interest and premium
on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular redemption date;


 


(b)               
in the case of an election under Section 8.02 hereof, the Company will have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this Supplemental Indenture, there has been a change in the applicable
U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such
Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;


 


(c)               
in the case of an election under Section 8.03 hereof, the Company will have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)               
no Default or Event of Default will have occurred and be continuing on the date of such deposit, other than a Default or
Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease
the Notes pursuant to this Article 8 concurrently with such incurrence, or insofar as Sections 6.01(h) or 6.01(i) hereof is concerned,
at any time in the period ending on the 91st day after the date of deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of Liens to secure such borrowings;


 


(e)               
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Supplemental Indenture and the agreements governing any other Indebtedness
being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound;


 


(f)                
the Company will have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others; and


 


(g)               
the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 






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	Section 8.05	Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions.






 


Subject to Section 8.06 hereof, all money
and Euro-Denominated Designated Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect
of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and
this Supplemental Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying
Agent), to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest,
but such money need not be segregated from other funds except to the extent required by law.


 


The Company and the Guarantors will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Euro-Denominated Designated
Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article 8 to the contrary
notwithstanding, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or
Euro-Denominated Designated Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to
be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


	Section 8.06	Repayment to Company.






 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any
Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable will
be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holder
of such Note will thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease.


 


	Section 8.07	Reinstatement.






 


If the Trustee or Paying Agent is unable
to apply any Euros or Euro-Denominated Designated Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Supplemental Indenture and the Notes will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations,
the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee
or Paying Agent.


 


ARTICLE
9.

AMENDMENT, SUPPLEMENT AND WAIVER


 


	Section 9.01	Without Consent of Holders of Notes.






 


Notwithstanding Section 9.02 of this Supplemental
Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Guarantees or the
Notes without the consent of any Holder or Holders of a Note:


 


(a)                
to cure any ambiguity, defect or inconsistency;


 






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(b)               
to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such uncertificated
notes are issued in registered form under Section 163(f)(5) of the Code;


 


(c)               
to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the
case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, applicable;


 


(d)               
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under this Supplemental Indenture of any Holder of the Notes in any material respect;


 


(e)               
to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under
the TIA;


 


(f)                
to provide for the issuance of Additional Notes in accordance with this Supplemental Indenture;


 


(g)               
to conform the text of this Supplemental Indenture, the Notes or the Guarantees to any provision of the Description of Notes
to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Supplemental
Indenture, the Notes or the Guarantees;


 


(h)               
to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes;


 


(i)                
to evidence and provide for the acceptance of appointment by a successor trustee;


 


(j)                
to add guarantees with respect to the Notes;


 


(k)               
to secure the Notes; or


 


(l)                
to release any Lien granted in favor of the Holders of the Notes pursuant to Section 4.07 hereof upon release of the Lien
securing the underlying obligation that gave rise to such Lien.


 


Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in
the execution of any amended or supplemental indenture authorized or permitted by the terms of this Supplemental Indenture and
to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental
Indenture or otherwise.


 


	Section 9.02	With Consent of Holders of Notes.






 


Except as provided below in this Section
9.02, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture (including Sections 3.07
and 4.09 hereof), the Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 and 6.07 hereof) and any existing Default
or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest
on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision
of this Supplemental Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). Section 2.08 hereof will determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02.


 






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Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights,
duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but will
not be obligated to, enter into such amended or supplemental indenture.


 


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


 


After an amendment, supplement or waiver
under this Section becomes effective, the Company will deliver to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, will not, however,
in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and
6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of this Supplemental Indenture or the Notes. However,
without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):


 


(a)             
reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(b)             
reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to
the redemption of the Notes except as provided above with respect to Sections 4.09 hereof;


 


(c)             
reduce the rate of or change the time for payment of interest, including default interest, on any Note;


 


(d)             
waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except
a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration:


 


(e)             
make any Note payable in money other than that stated in the Notes;


 


(f)              
make any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders
of the Notes to receive payments of principal of or premium, interest on the Notes;


 


(g)             
make any change in the foregoing amendment and waiver provisions; or


 


(h)             
release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Supplemental
Indenture, except in accordance with the terms of this Supplemental Indenture.


 


	Section 9.03	Compliance With Trust Indenture Act.






 


Every amendment or supplement to this Supplemental
Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.


 


	Section 9.04	Revocation and Effect of Consents.






 


Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 






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	Section 9.05	Notation on or Exchange of Notes.






 


The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue
and the Trustee will, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or
waiver.


 


Failure to make the appropriate notation
or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


	Section 9.06	Trustee to Sign Amendments, Etc. 






 


The Trustee will sign any amended, restated
or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended, restated or supplemental indenture, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended, restated or
supplemental indenture is authorized or permitted by this Supplemental Indenture.


 


ARTICLE
10.

NOTE GUARANTEES


 


	Section 10.01	Guarantee.






 


Subject to this Article 10, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental
Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:  (a) the principal of and interest
on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.


 


The Guarantors hereby agree that their obligations
hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture,
the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be
discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture.


 






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If any Holder or the Trustee is required
by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee,
to the extent theretofore discharged, will be reinstated in full force and effect.


 


Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due
and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.


 


	Section 10.02	Limitation on Guarantor Liability.






 


Each Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Guarantee
and this Article 10 will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.


 


	Section 10.03	[Reserved.]






  






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	Section 10.04	Guarantors May Consolidate, etc. on Certain Terms.






 


A Guarantor may not sell or otherwise dispose
of all or substantially all of its assets to, or consolidate with or merge with or into, whether or not such Guarantor is the surviving
Person, another Person other than the Company or another Guarantor, unless:


 


(a)               
immediately after giving effect to such transaction, no Default or Event of Default exists; and


 


(b)               
either:


 


(1)                the
Person acquiring the  assets in any such sale or disposition or the Person formed by or surviving any such consolidation or
merger, if other than the Guarantor or the Company, assumes all the obligations of such Guarantor under this Supplemental
Indenture and its Guarantee pursuant to a supplemental indenture in the form of Exhibit B hereto; or


 


(2)               
such sale or other disposition does not violate the applicable provisions of this Supplemental Indenture.


 


In case of any such consolidation, merger,
sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in the form of Exhibit B to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor
Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture
as the Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of
such Guarantees had been issued at the date of the execution hereof.


 


Except as set forth in Article 5 hereof,
and notwithstanding clauses (a) and (b) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Upon any such
consolidation or merger of any Guarantor with or into another Guarantor or with or into the Company, the Guarantee of the Guarantor
that does not survive will no longer be of any force or effect.


 


	Section 10.05	Releases Following Sale of Assets, Etc. 






 


In the event of (a) any sale or other
disposition of all or substantially all of the assets of any Guarantor, including by way of merger, consolidation or otherwise,
to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company;
(b) any sale or other disposition of all of the Capital Stock of a Guarantor, including by way of dividend of the Capital
Stock of such Guarantor to the stockholders of the Company, to a Person that is not (either before or after giving effect to such
transaction) the Company or a Subsidiary of the Company; (c) Legal Defeasance, Covenant Defeasance or satisfaction and discharge
of this Supplemental Indenture as provided in Article 8 and Article 11; or (d) release of such Guarantor’s Guarantee of all
other Indebtedness of the Company, then such Guarantor or the corporation acquiring the property will be released and relieved
of any obligations under its Guarantee; provided that in the case of clause (a) or (b) such sale or other disposition does
not violate the applicable provisions of this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with
the applicable provisions of this Supplemental Indenture, the Trustee will execute any documents (in form and substance reasonably
acceptable to the Trustee) reasonably required in order to evidence the release of any Guarantor from its obligations under its
Guarantee.


 


Any Guarantor not released from its obligations
under its Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Supplemental Indenture as provided in this Article 10.


 






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ARTICLE
11.


SATISFACTION AND DISCHARGE


 


	Section 11.01	Satisfaction and Discharge.






 


This Supplemental Indenture will be discharged
and will cease to be of further effect as to all Notes issued hereunder, when:


 


(1)               
either:


 


(a)                
all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the
Trustee for cancellation; or


 


(b)               
all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery
of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in Euros
or Euro-Denominated Designated Government Obligations, in amounts as will be sufficient without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal,
premium and accrued interest to the date of maturity or redemption;


 


(2)               
no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which
the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than that resulting from borrowing
funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case,
the granting of Liens in connection therewith);


 


(3)               
the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and


 


(4)               
the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited
money toward the payment of the Notes at maturity or the redemption date, as the case may be.


 


In addition, the Company must deliver an Officers’ Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.


 


ARTICLE
12.

MISCELLANEOUS


 


	Section 12.01	Trust Indenture Act Controls.






 


If any provision of this Supplemental Indenture
limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties will control.


 


	Section 12.02	Notices.






 


Any notice or communication by the Company,
any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered
or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’
address.


 






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If to the Company and/or any Guarantor:


 


Ball Corporation

10 Longs Peak Drive

Broomfield, Colorado 80021-2510

Telecopier No.: (303) 460-2691

Attention: Treasurer


 


With a copy to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Telecopier No.: (312) 407-0411

Attention: Joseph Miron, Esq.


 


If to the Trustee:


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60-2405


New York, NY 10005


USA


Attention: Corporates Team, Ball Corporation


Facsimile: (732) 578-4635


 


The Company, any Guarantor, the Trustee,
the Paying Agent or the Registrar, by notice to the others may designate additional or different addresses for subsequent notices
or communications.


 


All notices and communications (other than
those sent to Holders) will 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 receipt acknowledged, if telecopied; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a Holder
will be mailed by first class mail postage prepaid, certified or registered mail, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication
will also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice
or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed in
the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails a notice or communication
to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


The Trustee agrees to accept and act upon
instructions or directions pursuant to this Supplemental Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of
such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict
or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 






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	Section 12.03	Communication by Holders of Notes with Other Holders of Notes.






 


Holders may communicate pursuant to TIA
Section 312(b) with other Holders with respect to their rights under this Supplemental Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else will have the protection of TIA Section 312(c).


 


	Section 12.04	Certificate and Opinion as to Conditions Precedent.






 


Upon any request or application by the Company
to the Trustee to take any action under this Supplemental Indenture, the Company will furnish to the Trustee:


 


(a)               
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which will include the statements
set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Supplemental Indenture relating to the proposed action have been satisfied; and


 


(b)               
except with respect to the initial issuance of the Notes, an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which will include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.


 


	Section 12.05	Statements Required in Certificate and Opinion.






 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Supplemental Indenture (other than a certificate provided pursuant
to TIA Section 314(a)(4)) will comply with the provisions of TIA Section 314(e) and will include:


 


(a)               
a statement that the Person 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 Person, he or she 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 satisfied; and


 


(d)               
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


	Section 12.06	Rules by Trustee and Agents.






 


The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


 


	Section 12.07	Calculation of Amounts.






 


The calculation of the Dollar equivalent
amount for any amount denominated in another currency will be the noon buying rate in the City of New York as certified by the
Federal Reserve Bank of New York on the date on which such determination is required to be made or, if such day is not a day on
which such rate is published, the rate most recently published prior to such day.


 






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	Section
    12.08	No
    Personal Liability of Directors, Officers, Employees and Stockholders.






 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of
the Company or such Guarantor under the Notes, the Guarantees, this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. The waiver may not be effective
to waive liabilities under the federal securities laws.


 


	Section 12.09	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.






 


THE INTERNAL LAWS OF THE STATE OF NEW YORK
WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The
parties irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan,
City of New York, over any suit, action or proceeding arising out of or relating to this SUPPLEMENTAL Indenture. To the fullest
extent permitted by applicable law, the parties irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.


 


EACH OF THE COMPANY 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  SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


	Section 12.10	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.


 


	Section 12.11	No Adverse Interpretation of Other Agreements.






 


This Supplemental Indenture may not be used
to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture,
loan or debt agreement may not be used to interpret this Supplemental Indenture.


 


	Section 12.12	Successors.






 


All agreements of the Company in this Supplemental
Indenture and the Notes will bind its successors. All agreements of the Trustee in this Supplemental Indenture will bind its successors.


 






    51


     


    

 


	Section 12.13	Severability.






 


In case any provision in this Supplemental
Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


	Section 12.14	Counterpart Originals.






 


The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.


 


	Section 12.15	Table of Contents, Headings, Etc. 






 


The Table of Contents, Cross-Reference Table
and Headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions
hereof.


 


	Section 12.16	Patriot Act. 






 


In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation,
those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA Patriot Act of the
United States (“Applicable Law”), the Trustee and Agents are required to obtain, verify, record and update certain
information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly,
each of the parties agree to provide to the Trustee and Agents, upon their request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable Law.


 


[Signatures on following pages]


 






    52


     


    





 


SIGNATURES


 


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


 


	 	BALL
    CORPORATION
	 	BALL
    METAL BEVERAGE CONTAINER CORP.
	 	LATAS
    DE ALUMINIO BALL, INC.
	 	USC
    MAY VERPACKUNGEN HOLDING INC.
	 	BALL
    ADVANCED ALUMINUM TECHNOLOGIES CORP.
	 	BALL
    AEROSPACE & TECHNOLOGIES CORP.
	 	BALL
    TECHNOLOGIES HOLDINGS CORP.
	 	BALL
    HOLDINGS CORP.
	 	BALL
    INTERNATIONAL, LLC
	 	BALL
    BP HOLDING COMPANY
	                                                                  	BALL
    BEVERAGE CAN AMERICAS INC.
	 	 
	 	By: 	/s/
    Jeff A. Knobel
	 	 	Name:
    Jeff A. Knobel
	 	 	Title:
    Treasurer
	 	 	 
	 	BALL
    CORPORATION, A NEVADA CORPORATION
	 	BALL
    GLASS CONTAINERS, INC.
	 	BALL
    CONTAINER LLC
	 	BALL
    INC.
	 	BALL
    HOLDINGS LLC
	 	 
	 	By:	/s/
    Charles E. Baker
	 	 	Name:
    Charles E. Baker
	 	 	Title:
    President and Secretary
	 	 	 
	 	BALL
    METAL CONTAINER CORPORATION
	 	 
	 	By:	/s/
    Charles E. Baker
	 	 	Name:
    Charles E. Baker
	 	 	Title:
    Secretary




 






    53


     


    

 


	 	BALL
    PAN-EUROPEAN HOLDINGS, LLC
	 	 
	 	By: 	/s/
    Charles E. Baker
	 	 	Name:
    Charles E. Baker
	                                                       	 	Title:
    President and Assistant Secretary
	 	 	 
	 	BALL
    DELAWARE HOLDINGS, LLC
	 	BALL
    ASIA SERVICES LIMITED
	 	BALL
    PACKAGING, LLC
	 	BALL
    GLOBAL BUSINESS SERVICES CORP.
	 	REXAM
    BEVERAGE CAN COMPANY
	 	 	 
	 	By:	/s/
    Charles E. Baker
	 	 	Name:
    Charles E. Baker
	 	 	Title:
    Vice President and Secretary




 






    54


     


    

 


	 	Deutsche
    Bank Trust Company Americas,
	 	as
    Trustee
	 	 
	                                            	By: 	/s/
    Kathryn Fischer
	 	 	Name:
    Kathryn Fischer
	 	 	Title:
    Vice President
	 	 
	 	By:	/s/
    Irina Golovashchuk
	 	 	Name:
    Irina Golovashchuk
	 	 	Title:
    Vice President




 






    55


     


    

 


EXHIBIT A





 




 


[Face
of Note]


 


[Insert
the Global Note Legend, if applicable pursuant to the provisions of the Supplemental Indenture]





 




 


0.875% Senior Notes due
2024


 


	ISIN No.:	€ _______________
	COMMON CODE No.:	 




 


BALL CORPORATION


 


promises to pay ________ or registered assigns, the principal
sum of €____________ on March 15, 2024.


 


Interest Payment Dates: January 1st
and July 1st


 


Dated:


 





	 	 	BALL CORPORATION
	 	 	 	 
	 	 	By:	 
	 	 	Name: 	Jeff
    A. Knobel
	 	 	Title:	Vice
    President and Treasurer




 


	Date
    of Authentication:	 	 	 
	 	 	 
	This
    is one of the Global Notes referred to in the within-mentioned Supplemental Indenture:	 	 
	 	 	 



 


	Dated:	 	 	 




 


	DEUTSCHE
    BANK TRUST COMPANY AMERICAS, as Trustee	 	 
	 	 	 	 
	By: 	 	 	 
	 	Name:
    Kathryn Fischer	 	 
	 	Title:
    Vice President	 	 




 






    A-1


     


    

 



 


[Back of Note]


 


0.875% Senior Notes due 2024


 


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


 


1.       INTEREST
.. Ball Corporation, an Indiana corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 0.875% per annum from the date hereof until maturity. The Company will pay interest semi-annually on January 1
and July 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”) as if it were made on the date the payment was due, and no interest will
accrue on the amount so payable for the period from and after that interest payment date or the maturity date, as the case may
be, to the date the payment is made. Interest on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest will accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date will be July 1, 2020. The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the last date on which interest
was paid on the Notes (or November 18, 2019 if no interest has been paid on the Notes), to but excluding the next scheduled interest
payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital
Market Association.


 


2.       METHOD
OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons in whose name such Note (or
predecessor Note) is registered (which shall initially be the Common Depositary, at the close of business on the Business Day immediately
preceding such Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Supplemental Indenture with respect to defaulted interest. Principal, premium,
if any, and interest on the Notes will be payable at the office or agency of the Paying Agent and Registrar or, at the option of
the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth
in the register of Holders of Notes; provided that all payments of principal, premium and interest with respect to Notes
the Holders of which have given wire transfer instructions to the Trustee will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Such payment will be payable in
euros. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond
the Company’s control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted
the Euro as their currency or for the settlement of transactions by public institutions within the international banking community,
then all payments in respect of the Notes will be made in Dollars until the Euro is again available to the Company or so used.
In such circumstances, the amount payable on any date in Euros will be converted to Dollars on the basis of the Market Exchange
Rate on the second Business Day before the date that payment is due, or if such Market Exchange Rate is not then available, on
the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment in respect
of the Notes so made in Dollars will not constitute an Event of Default under this Supplemental Indenture or the Notes. Neither
the Trustee nor the Paying Agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations.


 






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3.       PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Supplemental Indenture, will act
as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or
any of its Subsidiaries may act in any such capacity.


 


4.       INDENTURE.
This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under
an indenture (the “Base Indenture”), dated as of November 27, 2015, between the Company and the Trustee, as
amended by the Eleventh Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), dated as of November 18, 2019, among the Company, the Guarantors and the Trustee. The terms
of the Notes include those stated in the Supplemental Indenture and those made part of the Supplemental Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Supplemental Indenture and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Base Indenture, the provisions of this Note will govern and be controlling, and
to the extent any provision of this Note conflicts with the express provisions of the Supplemental Indenture, the provisions of
the Supplemental Indenture will govern and be controlling. The Company will be entitled to issue Additional Notes pursuant to Section
2.14 of the Supplemental Indenture.


 


5.       OPTIONAL
REDEMPTION.


 


The Company may redeem the
Notes at any time in whole, or from time to time in part, prior to December 15, 2023 (three months prior to the maturity date of
the Notes) (the “Par Call Date”), in each case, at its option, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes that would be due if such Notes matured on the Par Call Date, discounted to the
date of redemption (excluding interest accrued to the date of redemption), on a semiannual basis, at a rate equal to the sum of
the Comparable Government Bond Rate plus 50 basis points, plus in each case, any accrued and unpaid interest on the Notes to but
excluding the date of redemption. The redemption prices will be calculated on the basis of a 365-day year or a 366-day year, as
applicable, and the actual number of days elapsed.


 


At any time on or after the Par
Call Date, the Company may redeem all or any of the Notes at any time in whole, or from time to time in part, at its option, at
a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest on the Notes to, but excluding,
the date of redemption.


 


Notwithstanding the foregoing,
installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date
according to the Notes and the Supplemental Indenture.


 


For purposes of the foregoing, the
following definitions apply:


 


“Comparable Government Bond”
means in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a
German government bond whose maturity is closest to the maturity of the notes to be redeemed, or if such independent investment
bank in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent
Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by us, determine
to be appropriate for determining the Comparable Government Bond Rate.“Comparable Government Bond Rate” means
the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption
yield on the notes to be redeemed, if they were to be purchased at such price on the third business day prior to the date fixed
for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis
of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined
by an Independent Investment Banker.


 






    A-3


     


    

 


“Independent Investment Banker”
means Merrill Lynch International, or, if such firm is unwilling or unable to select the applicable Comparable Government Bond,
an independent investment banking institution of national standing appointed by the Company.


 


6.       MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption payments with respect to the Notes.


 


7.       [RESERVED].


 


8.       PAYMENT
OF ADDITIONAL AMOUNTS.


 


All payments in respect of the
Notes will be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority
thereof or therein, or by any other jurisdiction from or through which payment is made, unless such withholding or deduction is
required by law. If such withholding or deduction is required by law, the Company will pay to a holder who is not a United States
person such additional amounts on the Notes as are necessary in order that the net payment of the principal of, and premium or
redemption price, if any, and interest on, such Notes to a holder, after such withholding or deduction, will not be less than the
amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts
will not apply:


 


(1)               
to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder, being considered as;


 


(A)             
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment
in the United States;


 


(B)              
having a current or former connection with the United States (other
than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any
rights thereunder), including being or having been a citizen or resident of the United States;


 


(C)              
being a controlled foreign corporation related to the Company directly,
indirectly or constructively through stock ownership for United States federal income tax purposes;


 


(D)              
being an owner of a 10% or greater interest in voting stock of
the Company within the meaning of Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’)
or any successor provision; or


 


(E)               
being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its trade or business;


 


(2)               
to any holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership
or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial
owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount
had the beneficiary, settlor, beneficial owner or member received directly from the
Company its beneficial or distributive share of the payment;


 


(3)                to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or
beneficial owner of the applicable Note, to comply with any applicable certification, identification or information
reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or
beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing
authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption
from such tax, assessment or other governmental charge;


 






    A-4


     


    

 


(4)               
to any tax, assessment or other governmental charge that is imposed
otherwise than by withholding from the payment;


 


(5)               
to any estate, inheritance, gift, sales, transfer, wealth, capital
gains or personal property tax or similar tax, assessment or other governmental charge;


 


(6)               
to any tax, assessment or other governmental charge that would
not have been imposed but for the presentation by the holder of any such Note, where presentation is required, for payment on a
date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later, except to the extent that the holder or beneficial owner thereof would have been entitled to additional
amounts had the Note been presented for payment on the last day of such 30 day period;


 


(7)               
to any withholding or deduction that is imposed on a payment pursuant
to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto
(that are substantively comparable and not materially more onerous to comply with) and any regulations or official law, agreement
or interpretations thereof in any jurisdiction implementing an intergovernmental approach thereto; or


 


(8)               
in the case of any combination of items (1)-(7) of this clause
8.


 


Except
as specifically provided by this provision, the Company will not
be required to make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government
or a political subdivision or taxing authority of or in any government or political subdivision.


 


As used in clauses 8 and 9 hereof,
the term “United States” means the United States of America (including the States and the District of Columbia), and
the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal
income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia, including an entity treated as a corporation for United States federal
income tax purposes, or any estate or trust the income of which is subject to United States federal income taxation regardless
of its source.


 


9.       REDEMPTION
FOR TAX REASONS. If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under
the laws) of the United States (or any taxing authority thereof or therein), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after the date hereof, the Company becomes or, based upon a written opinion of independent tax counsel of recognized
standing selected by the Company, will become obligated to pay additional amounts pursuant to Section 3.10 of the Supplemental
Indenture with respect to the Notes, then the Company may at its option, having given not less than 15 nor more than 60 days prior
notice to holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of the principal amount, together
with accrued and unpaid interest (including any additional amounts) on such notes to, but excluding, the redemption date.


 


10.       REPURCHASE
AT OPTION OF HOLDER UPON A CHANGE OF CONTROL REPURCHASE EVENT . If a Change of Control Repurchase Event occurs, unless
the Company has exercised its right to redeem the Notes as described under clause (5) above within 60 days after the Change
of Control, the Company will make an offer (a “Change of Control Offer”) to each holder of notes to
repurchase all or any part, equal to €100,000 or an integral multiple of €1,000 in excess thereof, of each
Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased
plus accrued and unpaid interest on the Notes repurchased to but excluding the date of repurchase. Within 30 days following
any Change of Control Repurchase Event or, at the Company’s option, prior to the consummation of the Change of Control
transaction, but after the public announcement thereof, the Company will send a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Supplemental Indenture. If sent prior to the date of
consummation of the Change of Control transaction, the notice will state that the Change of Control Offer is conditioned on a
Change of Control Repurchase Event occurring prior to the Change of Control Payment Date.


 






    A-5


     


    

 


11.       NOTICE
OF REDEMPTION. Notice of redemption will be delivered at least 15 days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed. Notes in denominations larger than €100,000 may be redeemed in part but only
in whole multiples of €1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after
the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.


 


12.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of €100,000 and integral multiples
of €1,000 in excess thereof. Notes may be transferred or exchanged as provided in the Supplemental Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The Company need not
exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


 


13.       PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


14.       AMENDMENT,
SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the
Supplemental Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, voting as a single class, and any
existing default or compliance with any provision of the Supplemental Indenture, the Guarantees or the Notes may be waived
with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, voting as a
single class. Without the consent of any Holder of a Note, the Supplemental Indenture, the Guarantees or the Notes may be
amended or supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated
Notes in addition to or in place of certificated Notes, provided that such uncertificated notes are issued in registered form
under Section 163(f)(5) of the Internal Revenue Code of 1986, as amended; (iii) to provide for the assumption of the
Company’s or a Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation or sale of
all or substantially all of the Company’s or Guarantor’s assets, as applicable (iv) to make any change that
would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Supplemental Indenture of any such Holder in any material respect; (v) to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi)
to provide for the issuance of Additional Notes in accordance with the Supplemental Indenture; (vii) to conform the text
of the Supplemental Indenture, the Notes or the Guarantees to any provision of the Description of Notes to the extent that
such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the
Supplemental Indenture, the Notes or the Guarantees; (viii) to allow any Guarantor to execute a supplemental indenture
to the Supplemental Indenture and/or a Guarantee with respect to the Notes; (ix) to evidence and provide for the acceptance
of appointment by a successor trustee; (x) to add Guarantees with respect to the Notes; (xi) to secure the Notes;
or (xii) to release any Lien granted in favor of the Holders of the Notes pursuant to Section 4.07 of the Supplemental
Indenture upon release of the Lien securing the underlying obligation that gave rise to such Lien.


 






    A-6


     


    

 


15.       DEFAULTS
AND REMEDIES. Each of the following is an “EVENT OF DEFAULT”:  (i) default for a period of 30
days in the payment when due of interest on the Notes; (ii) default in the payment when due of the principal of or premium,
if any, on the Notes; (iii) the Company or any of its Subsidiaries fails for 30 days after notice specifying the default from
the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding to comply with any of the provisions
of Section 4.09 of the Supplemental Indenture; (iv) the Company or any of its Subsidiaries fails for 60 days after notice
specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding
to comply with any of the other agreements in the Supplemental Indenture or the Notes; (v) the Company or any of its Subsidiaries
(other than a receivables securitization entity) defaults under any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (other than a receivables securitization entity) (or the payment of which is guaranteed by the Company or any of its
Subsidiaries (other than a receivables securitization entity)) whether such Indebtedness or guarantee now exists, or is created
after the date of the Supplemental Indenture, if that default (a) is caused by a failure to pay principal on such Indebtedness
at its final stated maturity (or on or before the expiration of any grace period provided in such Indebtedness on the date of such
default) (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there is a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million
or more or its foreign currency equivalent, and in each case the Company has received notice specifying the default from the Trustee
or Holders of at least 25% of the aggregate principal amount of Notes then outstanding and thereafter does not cure the default
within 30 days; (vi) the Company or any of its Subsidiaries fails to pay final judgments aggregating in excess of $75.0 million
or its foreign currency equivalent, excluding amounts covered by insurance, which judgments are not paid, discharged or stayed
for a period of 60 days; (vii) any Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable
or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person
acting on behalf of any Guarantor that is a Significant Subsidiary, denies or disaffirms its obligations under such Guarantor’s
Guarantee, in each case except as permitted by the Supplement Indenture; or (viii) certain events of bankruptcy or insolvency
occur with respect to the Company or any of its Subsidiaries that is a Significant Subsidiary  pursuant to or within the meaning of Bankruptcy Law.


 


If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, with respect to the Company or any Subsidiary of the Company that is  a Significant Subsidiary pursuant to or within the meaning of Bankruptcy
Law, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental
Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice
is in their interest, except a Default or Event of Default relating to the payment of principal or interest. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing
Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to
the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 


16.       TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee.


 






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17.       NO
RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company or any Guarantor, as such,
will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance
of the Notes.


 


18.       AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


19.       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 right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


20.       COMMON
CODE NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused Common Code numbers to be printed on the Notes and the Trustee may use Common Code numbers in notices of redemption
as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes 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 upon written request and without charge a copy of the Base Indenture, the Supplemental Indenture and
the Guarantees. Requests may be made to:


 


Ball Corporation

10 Longs Peak Drive

Broomfield, Colorado 80021-2510

Telecopier No.: (303) 460-2691

Attention: Chief Financial Officer


 






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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 





	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	and irrevocably appoint	 	 
	to transfer this Note 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 face of this senior note)
	 	 	 
	 	Tax Identification No:	 
	 	 	 
	 	Signature Guarantee:	 
	 	 	 	 	 	 	 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.


 






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Option of Holder to Elect Purchase


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.09 of the Supplemental Indenture, check the box below:


 


 ̈   Section 4.09


 


If you want to elect to have only part of
the Note purchased by the Company pursuant to Section 4.09 of the Supplemental Indenture, state the amount you elect to have purchased:
 €


 


 


	Date:	 	 	 
	 	 
	 	Your Signature:	 
	 	 	(sign exactly as your name appears on the face of this senior note)
	 	 
	 	 
	 	Tax Identification No:	 
	 	 	 
	 	Signature Guarantee:	 
	 	 	 	 	 	 	 





Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.


 






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EXHIBIT B



FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of                     ,
20   , among                         
(the “Guaranteeing Subsidiary”), a subsidiary of Ball Corporation (or its permitted successor), an Indiana
corporation (the “Company”), the Company and Deutsche Bank Trust Company Americas, as trustee under the Eleventh Supplemental Indenture referred to
below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture (the “Base Indenture “), dated as of November 27, 2015, between the
Company and the Trustee, as amended by a Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), dated as of November 18, 2019, among the Company, the
Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of €750 million
of 0.875% Senior Notes due 2024 (the “ Notes”);


 


WHEREAS, the Eleventh Supplemental Indenture
provides that under certain circumstances the Guaranteeing Subsidiary will execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary will unconditionally guarantee all of the Company’s obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the
Eleventh Supplemental Indenture, the Trustee is 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 Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.       Capitalized
Terms. Capitalized terms used herein without definition will have the meanings assigned to them in the Eleventh Supplemental
Indenture.


 


2.       Agreement
to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:


 


(a)       Along
with all Guarantors named in the Eleventh Supplemental Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder
or thereunder, that:


 


(i)       the
principal of, and premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations
of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and


 






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(ii)       in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately.


 


(b)       The
obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Eleventh
Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.


 


(c)       The
following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.


 


(d)       This
Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and the Eleventh
Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Eleventh Supplemental
Indenture.


 


(e)       If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.


 


(f)       The
Guaranteeing Subsidiary will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.


 


(g)       As
between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Eleventh Supplemental Indenture for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of
the Eleventh Supplemental Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by
the Guarantors for the purpose of this Note Guarantee.


 


(h)       The
Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Note Guarantee.


 


(i)       Pursuant
to Section 10.02 of the Eleventh Supplemental Indenture, after giving effect to any maximum amount and all other contingent and
fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the Eleventh Supplemental Indenture, this new Note Guarantee will be limited
to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent
transfer or conveyance.


 






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3.       
Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.


 


4.       
Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms.


 


(a)       The
Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor
unless:


 


(i)       immediately
after giving effect to such transaction, no Default or Event of Default exists; and


 


(ii)       either
(A) subject to Sections 10.04 and 10.05 of the Eleventh Supplemental Indenture, the Person acquiring the assets in any such
sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations
of that Guarantor, pursuant to a supplemental indenture, under the Notes, the Eleventh Supplemental Indenture and the Note Guarantee
on the terms set forth herein or therein; or (B) such sale or other disposition (including by merger or consolidation) does not
violate the applicable provisions of the Eleventh Supplemental Indenture.


 


(b)       In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of the Eleventh Supplemental Indenture to be performed by the Guarantor, such successor Person
will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the
Eleventh Supplemental Indenture which theretofore will not have been signed by the Company and delivered to the Trustee. All the
Note Guarantees so issued will in all respects have the same legal rank and benefit under the Eleventh Supplemental Indenture as
the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Eleventh Supplemental Indenture as though
all of such Note Guarantees had been issued at the date of the execution hereof.


 


(c)       Except
as set forth in Articles 4 and 5 and Section 10.05 of Article 10 of the Eleventh Supplemental Indenture, and notwithstanding clauses
(a) and (b) above, nothing contained in the Eleventh Supplemental Indenture or in any of the Notes will prevent any consolidation
or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property
of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.


 


5.       
Releases.


 


(a)       In
the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation
or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not
(either before or after giving effect to such transaction) a Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition
does not violate the applicable provisions of the Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with
the provisions of the Eleventh Supplemental Indenture, the Trustee will execute any documents (in form and substance reasonably
acceptable to the Trustee) reasonably required in order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.


 


(b)       Any
Guarantor not released from its obligations under its Note Guarantee will remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the Eleventh Supplemental Indenture as provided in Article
10 of the Eleventh Supplemental Indenture.


 






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6.       
No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of
the Guaranteeing Subsidiary, as such, will have any liability for any obligations of the Company or any Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 


7.       
New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


8.       
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original,
but all of them together represent the same agreement.


 


9.       
Effect of Headings. The Section headings herein are for convenience only and will not affect the construction hereof.


 


10.       The
Trustee. The Trustee will not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.


 






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


 


	Dated:	 	, 20	 	 	 



 


	 	[GUARANTEEING SUBSIDIARY]
	 	
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	
	 	BALL CORPORATION
	 	
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	as Trustee
	 	
	 	By:	 
	 	 	Authorized Signatory
	 	
	 	By:	 
	 	 	Authorized Signatory



 






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