Exhibit 4.6


 




 


Ardagh Metal Packaging Finance USA LLC,

as the US Issuer


 


Ardagh Metal Packaging Finance plc,

as the Irish Issuer


 


Ardagh Metal Packaging S.A.,

as the Company


 


and


 


Citibank, N.A., London Branch,

as Trustee and Security Agent


 


Citibank, N.A., London Branch,

as Principal Paying Agent and Transfer Agent


 


and


 


Citibank Europe plc,

as Registrar


 


_________________________


 


INDENTURE


 


Dated as of June 8, 2022


 


6.000% Senior Secured Green Notes due 2027


 


_________________________





 


 






    


     


    

 







TABLE OF CONTENTS


 


Page


 




	 	ARTICLE 1
	 
	DEFINITION	 	1
	 	 	 
	Section 1.01   	Definitions	1
	Section 1.02   	Other Definitions	47
	Section 1.03   	Rules of Construction	48
	Section 1.04   	Financial Calculations	49
	 	ARTICLE 2
	 
	THE NOTES	 	49
	 	 	 
	Section 2.01   	Form and Dating	49
	Section 2.02   	Execution and Authentication	50
	Section 2.03   	Registrar and Paying Agent	51
	Section 2.04   	Paying Agent to Hold Money	51
	Section 2.05   	Holder Lists	51
	Section 2.06   	Transfer and Exchange	52
	Section 2.07   	Replacement Notes	58
	Section 2.08   	Outstanding Notes	59
	Section 2.09   	Acts by Holders	59
	Section 2.10   	Temporary Notes	59
	Section 2.11   	Cancellation	59
	Section 2.12   	Defaulted Interest	60
	Section 2.13   	ISIN and CUSIP Numbers	60
	Section 2.14   	Deposit of Moneys	60
	Section 2.15   	Agents	60
	Section 2.16   	Issuance of Additional Notes	62
	 	 	 
	 	ARTICLE
                                            3

                                                                                
	 
	REDEMPTION AND PREPAYMENT	62
	 	 
	Section 3.01   	Notices to Trustee	62
	Section 3.02   	Selection of Notes to Be Redeemed or Purchased	62
	Section 3.03   	Notice of Redemption	63
	Section 3.04   	Notice of Redemption Subject to Conditions Precedent	64
	Section 3.05   	Deposit of Redemption or Purchase Price	64
	Section 3.06   	Notes Redeemed or Purchased in Part	64
	Section 3.07   	Mandatory Redemption	64
	 	 	 
	 	 	 
	 	ARTICLE 4	 
	COVENANTS
	 
	65
	 	 	 
	Section 4.01   	Payment of Notes	65
	Section 4.02   	Reports	65
	Section 4.03   	Compliance Certificate; Notice of Defaults	67
	Section 4.04   	Limitation on Restricted Payments	67
	Section 4.05   	Limitation on Restrictions on Distributions from Restricted
    Subsidiaries	73
	Section 4.06   	Limitation on Indebtedness	76
	Section 4.07   	Limitation on Sales of Assets and Subsidiary Stock	81
	Section 4.08  	Limitation on Affiliate Transactions	84
	Section 4.09   	Limitation on Liens	88



 








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	Section 4.10   	Impairment
    of Security Interest	88
	Section 4.11   	Repurchase Upon
    Change of Control	89
	Section 4.12   	Designation of
    Restricted and Unrestricted Subsidiaries	90
	Section 4.13   	Additional Guarantees	90
	Section 4.14   	Notes Guarantors
    and Collateral	91
	Section 4.15   	Withholding Taxes	91
	Section 4.16   	Suspension of
    Covenants on Achievement of Investment Grade Status	94
	 	 	 
	 	ARTICLE 5	 
	MERGER
                                            AND CONSOLIDATION
	95
	 	 
	Section 5.01  	The Company	95
	 	 	 
	 	ARTICLE 6	 
	 	 	 
	DEFAULTS
                                            AND REMEDIES
	96
	 	 
	Section 6.01   	Events of Default	96
	Section 6.02   	Acceleration	98
	Section 6.03   	Other Remedies	98
	Section 6.04   	Waiver of Past
    Defaults	98
	Section 6.05   	Control by Majority	99
	Section 6.06   	Limitation on
    Suits	99
	Section 6.07   	Rights of Holders
    of Notes to Receive Payment	99
	Section 6.08   	Collection Suit
    by Trustee	100
	Section 6.09   	Trustee May File
    Proofs of Claim	100
	Section 6.10   	Priorities	100
	Section 6.11   	Undertaking for
    Costs	101
	Section 6.12   	Restoration of
    Rights and Remedies	101
	Section 6.13   	Rights and Remedies
    Cumulative	101
	Section 6.14   	Delay or Omission
    Not Waiver	101
	 	 	 
	 	ARTICLE 7	 
	 	 	 
	TRUSTEE
	101
	 	 
	Section 7.01   	Duties of Trustee	101
	Section 7.02   	Rights of Trustee
    and the Security Agent	102
	Section 7.03   	Individual Rights
    of Trustee and the Security Agent	105
	Section 7.04   	Trustee’s
    and Security Agent’s Disclaimer	105
	Section 7.05   	Notice of Defaults	105
	Section 7.06  	[Reserved.]	106
	Section 7.07   	Compensation and
    Indemnity	106
	Section 7.08   	Removal, Resignation
    and Replacement of Trustee	106
	Section 7.09   	Successor Trustee
    by Merger, etc.	107
	Section 7.10   	Eligibility; Disqualification	107
	Section 7.11   	Resignation of
    Agents	108
	 	 	 
	 	 	 
	 	ARTICLE 8	 
	LEGAL DEFEASANCE AND COVENANT
                                            DEFEASANCE
	108
	 	 
	Section 8.01   	Option to Effect
    Legal Defeasance or Covenant Defeasance	108
	Section 8.02   	Legal Defeasance	108
	Section 8.03   	Covenant Defeasance	109
	Section 8.04   	Survival of Certain
    Obligations	109
	Section 8.05   	Conditions to
    Legal or Covenant Defeasance	109



 






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	Section 8.06   	Deposited
    Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	110
	Section 8.07   	Repayment to Issuers	110
	Section 8.08   	Reinstatement	110
	 	 	 
	 	ARTICLE 9	 
	AMENDMENT,
                                            SUPPLEMENT AND WAIVER
	111
	Section 9.01   	Without Consent
    of Holders of Notes	111
	Section 9.02   	With Consent of
    Holders of Notes	112
	Section 9.03   	Revocation and
    Effect of Consents	113
	Section 9.04   	Notation on or
    Exchange of Notes	113
	Section 9.05   	Trustee and Security
    Agent to Sign Amendments, etc.	113
	Section 9.06   	Additional Intercreditor
    Agreements	113
	 	 	 
	 	 	 
	 	ARTICLE 10	 
	

                                                                                COLLATERAL
                                            AND SECURITY
	114
	 	 
	Section 10.01   	Security Documents.	114
	Section 10.02   	Authorization
    of Actions to Be Taken by the Trustee Under the Security Documents	116
	Section 10.03   	Authorization
    of Receipt of Funds by the Trustee Under the Security Documents	116
	Section 10.04   	Release of Liens	116
	Section 10.05   	Security Agent	117
	 	 	 
	 	ARTICLE 11	 
	 	 	 
	

                                                                                NOTES GUARANTEES
	117
	 	 
	Section 11.01   	Notes Guarantee	117
	Section 11.02   	Limitation on
    Liability	118
	Section 11.03   	[Reserved]	119
	Section 11.04   	Execution and
    Delivery of Notes Guarantee	119
	Section 11.05   	Releases	119
	 	 	 
	 	ARTICLE 12	 
	 	 	 
	

                                                                                SATISFACTION
                                            AND DISCHARGE
	120
	 	 
	Section 12.01   	Satisfaction and
    Discharge	120
	Section 12.02   	Application of
    Trust Money	120
	 	 	 
	 	ARTICLE 13	 
	 	 	 
	

                                                                                MISCELLANEOUS
	121
	 	 
	Section 13.01   	Notices	121
	Section 13.02   	[Reserved.]	123
	Section 13.03   	Certificate and
    Opinion as to Conditions Precedent	123
	Section 13.04   	Statements Required
    in Certificate or Opinion	123
	Section 13.05   	Rules by Trustee
    and Agents	123
	Section 13.06   	Agent for Service;
    Submission to Jurisdiction; Waiver of Immunities	123
	Section 13.07   	No Personal Liability
    of Directors, Officers, Employees and Shareholders	124
	Section 13.08   	Governing Law	124
	Section 13.09   	No Adverse Interpretation
    of Other Agreements	124
	Section 13.10   	Successors	124
	Section 13.11   	Severability	124
	Section 13.12   	Counterpart Originals	124
	Section 13.13   	Table of Contents,
    Headings, etc.	124



 






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	Section 13.14   	Currency
    Indemnity and Calculation of Restrictions	125
	Section 13.15   	Prescription	125
	Section 13.16   	Additional Information	125
	Section 13.17   	Legal Holidays	125
	Section 13.18   	USA PATRIOT Act
    Section 326 Customer Identification Program	125
	Section 13.19   	Contractual Recognition
    of Bail-In	126


 


SCHEDULES


 


	Schedule I-A	SUBSIDIARY GUARANTORS
	Schedule I-B	COLLATERAL
	Schedule II	AGREED SECURITY PRINCIPLES




 


EXHIBITS


 


	Exhibit A	FORM OF NOTE
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER FOR NOTES
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE FOR NOTES
	Exhibit D	FORM OF SUPPLEMENTAL INDENTURE







 






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INDENTURE dated as of June
8, 2022 (this “Indenture”), among Ardagh Metal Packaging Finance USA LLC, a Delaware limited liability company (the
 “US Issuer”), Ardagh Metal Packaging Finance plc, a public limited liability company incorporated under the laws of
Ireland (the “Irish Issuer” and together with the US Issuer, the “Issuers”), Ardagh Metal Packaging
S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg,
having its registered office at 56, rue Charles Martel, L 2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce
and Companies under number B 251465 (the “Company”), Citibank, N.A., London Branch, as Trustee, Security Agent, Principal
Paying Agent and Transfer Agent (each as defined below) and Citibank Europe plc, as Registrar (as defined below).


 


The Issuers have duly authorized
the execution and delivery of this Indenture to provide for the issuance of their 6.000% Senior Secured Green Notes due 2027 issued on
the date hereof (the “Original Notes”) and any additional notes (the “Additional Notes” and, together
with the Original Notes, the “Notes”) that may be issued after the Issue Date (as defined below).


 


For and in consideration
of the premises and the purchase of the Notes by the Holders (as defined below) thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders (as defined below), as follows:


 


ARTICLE 1

DEFINITION


 


Section 1.01              
Definitions.


 


“ABL Cash Management
Arrangements” means the Cash Management Services secured under the ABL Documents.


 


“ABL Collateral”
means all of the assets that secure the ABL Obligations on a first priority basis including, in any event but subject to limited exceptions,
(i) all accounts (including accounts receivable), inventory, payment intangibles and instruments, (ii) all general intangibles, documents,
chattel paper, letter of credit rights, supporting obligations, and commercial tort claims evidencing, governing, securing, providing
credit support for, arising from or substituted for any of the foregoing, (iii) all deposit accounts, securities accounts, and commodity
accounts, (iv) certain related assets, and (v) all proceeds (including, without limitation, insurance proceeds) of any of the foregoing.


 


“ABL
Credit Agreement” means the asset-based multicurrency revolving credit agreement dated as of August 6, 2021, by and among,
inter alios, the administrative agent, the lenders party thereto,
the Company and certain other subsidiaries of the Company, related to the ABL Facility, as amended, restated, modified, renewed, refunded,
replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part
and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions).


 


“ABL Documents”
means the ABL Security Documents, the ABL Credit Agreement, the agreements related to the ABL Cash Management Arrangements, the ABL Hedge
Agreements and each of the other agreements, documents and instruments executed pursuant thereto or in connection therewith.


 


“ABL Facility”
means that certain asset based lending facility dated as of August 6, 2021, as amended from time to time, between, among others, the
Company, as parent and guarantor, Ardagh Metal Beverage USA Inc., Ardagh Metal Beverage Trading UK LTD, Ardagh Metal Packaging Treasury
Limited and Ardagh Metal Beverage Europe GMBH, as borrowers, the other Subsidiary Guarantors, as guarantors and Bank of America, N.A.,
as agent.


 


“ABL Hedge Agreements”
means the Hedging Obligations secured under the ABL Documents.


 


“ABL Obligations”
means all present and future liabilities and obligations at any time of any
Debtor under the ABL Documents, both actual and contingent and whether direct or indirect, due or not due, primary or secondary, liquidated
or unliquidated, secured or unsecured, incurred solely or jointly or as principal or surety or in any other capacity, together with any
of the following matters relating to or arising in respect of those liabilities and obligations:


 






    


     


    

 





(a) any refinancing, novation, deferral or extension,
(b) any claim for breach of representation, warranty or undertaking or on an
event of default or under any indemnity given under or in connection with any document or
agreement evidencing or constituting any other liability or obligation falling within this definition, (c) any claim for damages or restitution,
(d) any claim as a result of any recovery by any Debtor of a payment on the grounds of preference or otherwise and (e) any amounts accruing
or that would have accrued or become due which would be included in any of the above but for any discharge, nonprovability, unenforceability
or non-allowance of those amounts in any insolvency or liquidation proceeding or other proceedings and irrespective of whether a claim
for all or any portion of such amounts is allowable or allowed in such insolvency or liquidation proceeding or other proceeding, and
in the case of all of the foregoing, including all principal, premium, interest, fees, attorneys’ fees, costs, charges, expenses,
reimbursement obligations, obligations with respect to loans and letters of credit, obligations in respect of ABL Hedge Agreements, obligations
in respect of ABL Cash Management Arrangements, obligations to provide cash collateral or other collateral in respect of letters of credit,
obligations in respect of ABL Hedge Agreements or obligations in respect of ABL Cash Management Arrangements or indemnities in respect
thereof, any other indemnities or guarantees, and all other amounts payable under or secured by any ABL Document.


 


“ABL Security Agent”
means the security agent under the ABL Facility.


 


“ABL Security Documents”
means any agreement, document, or instrument pursuant to which a lien is granted (or purported to be granted) securing any ABL Obligation
or under which rights or remedies with respect to such liens are governed.


 


“Acquired Indebtedness”
means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary; (2) assumed
in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with
such Person becoming a Restricted Subsidiary or such acquisition; or (3) of a Person at the time such Person merges with or into or consolidates
or otherwise combines with the Company or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with
respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary, with respect to clause (2)
of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding
sentence, on the date of the relevant merger, consolidation or other combination.


 


“Additional Assets”
means:


 


(1)       any
property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in a Similar
Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property
or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);


 


(2)       the
Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or a Restricted Subsidiary; or


 


(3)       Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.


 


“Additional Notes”
means additional Notes (other than the Initial Notes) having identical terms and conditions to the Initial Notes (except for the issue
price and the issue amount) that may be issued from time to time under this Indenture in accordance with Sections 2.02, 2.16, 4.06 and
4.09 hereof.


 


“Affiliate”
means, with respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person. With respect to any natural Person, Affiliates will include any Immediate Family
Members. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to
direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling,” “controlled” have meanings correlative
to the foregoing.


 






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“Agents”
means each Paying Agent (including the Principal Paying Agent), Transfer Agent and Registrar and “Agent” means any
one of them.


 


“Agreed Security
Principles” means the agreed security principles set forth in Schedule II hereto.


 


“AMP Business”
means the AMP Business as defined in the Offering Memorandum.


 


“AMP Transfer Transaction
Documents” means (i) the Business Combination Agreement, the Services Agreement, the Shareholders Agreement and the Transfer
Agreement, (ii) the registration rights and lock-up agreement, the subscription agreements and the warrant assignment, assumption
and amendment agreement, entered into in connection with the Combination or the foregoing and (iii) all other agreements, certificates
and instruments executed and delivered by the parties in connection with the AMP Transfer Transactions.


 


“AMP Transfer Transactions”
shall have the meaning ascribed to such term in the Offering Memorandum.


 


“AMP Transfer”
means the transfer of the AMP Business to Ardagh Metal Packaging S.A. or one or more of its wholly owned Subsidiaries and the release
of Ardagh Metal Packaging S.A. and its Subsidiaries of all of their obligations under certain debt securities issued by the Ardagh Group.


 


“Applicable Premium”
means the greater of:


 


		(1)	1% of the principal amount of such Note;
                                            and



 


		(2)	the excess (to the extent
                                            positive) of:



 


		(a)	the present value at such
                                            redemption date of (A) the redemption price of such Note at June 15, 2024 (such redemption
                                            price (expressed in percentage of principal amount) being set forth in the table in paragraph
                                            5(e) of such Note (excluding accrued and unpaid interest)), plus (B) all required
                                            interest payments due on such Note to and including June 15, 2024 (excluding accrued but
                                            unpaid interest), computed upon the redemption date using a discount rate equal to the Treasury
                                            Rate at the date of such notice date plus 50 basis points; over



 


		(b)	the outstanding principal
                                            amount of such Note,



 


as calculated by the Issuers
or on behalf of the Issuers by such Person as the Issuers shall designate. For the avoidance of doubt, calculation of the Applicable
Premium shall not be an obligation of the Trustee or any Paying Agent.


 


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


 


“Ardagh Group S.A.”
or “Ardagh Group” means the parent company of the Company, a public limited liability company (société
anonyme) incorporated and existing under the laws of Luxembourg, having its registered office at 56, rue Charles Martel, L-2134
Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 160804.


 


“Asset Disposition”
means:


 


(1)       the
voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Leaseback Transaction) of the Company or any of the Restricted Subsidiaries (in each case other
than Capital Stock of the Company) (each referred to in this definition as a “disposition”); or


 






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(2)       the
issuance, sale, transfer or other disposition of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified
Stock of Restricted Subsidiaries issued in compliance with Section 4.06, or directors’ qualifying shares and shares issued to foreign
nationals as required under applicable law), whether in a single transaction or a series of related transactions,


 


in each case, other than:


 


(a)       a
disposition by the Company or a Restricted Subsidiary to the Company or a Restricted Subsidiary;


 


(b)       a
disposition of cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;


 


(c)       a
disposition of inventory or other assets (including Settlement Assets) in the ordinary course of business or consistent with past practice
or held for sale or no longer used in the ordinary course of business, including any disposition of disposed, abandoned or discontinued
operations;


 


(d)       a
disposition of obsolete, worn-out, uneconomic, damaged or surplus property, equipment or other assets or property, equipment or other
assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Company
and the Restricted Subsidiaries whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful
in the conduct of the business of the Company and the Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment
or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in
the reasonable judgment of the Company or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain,
or in respect of which the Company or any Restricted Subsidiary determines in its reasonable judgment that such action or inaction is
desirable);


 


(e)       transactions
permitted under Article 5 or a transaction that constitutes a Change of Control;


 


(f)       an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or pursuant to
an equity incentive or compensation plan approved by the Board of Directors of the Company;


 


(g)       any
dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value
(as determined in good faith by the Company) of less than the greater of (a) $40.0 million and (b) 7.5% of LTM EBITDA;


 


(h)       any
Restricted Payment that is permitted to be made, and is made, under Section 4.04 and the making of any Permitted Payment or Permitted
Investment or, solely for purposes of Section 4.07(c), asset sales, the proceeds of which are used within 450 days of receipt of such
proceeds to make such Restricted Payments, Permitted Payments or Permitted Investments;


 


(i)       dispositions
in connection with Permitted Liens and sales of assets received by the Company or any Restricted Subsidiary upon the foreclosure on a
Lien granted in favor of the Company or any Restricted Subsidiary;


 


(j)       dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with
past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(k)       conveyances,
sales, transfers, licenses or sublicenses or other dispositions of intellectual property, software or other general intangibles and licenses,
sub-licenses, leases or subleases of other property, in each case (x), in the ordinary course of business or consistent with past practice
or pursuant to a research or development agreement in which the counterparty to such agreement receives a license in the


 






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intellectual property or software that
result from such agreement or (y) to the extent that such license does not prohibit the Company or any of its Restricted Subsidiaries
from using the technologies licensed (other than pursuant to exclusivity or non-competition arrangements negotiated on an arm’s-length
basis) or require the Company or any of its Restricted Subsidiaries to pay any fees for any such use;


 


(l)       the
lease, assignment, license, sublease or sublicense of any real or personal property in the ordinary course of business;


 


(m)       foreclosure,
condemnation, taking by eminent domain or any similar action with respect to any property or other assets;


 


(n)       the
sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of
accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion
or exchange of accounts receivable for notes receivable;


 


(o)       any
issuance or sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary or Permitted Joint Venture or
any other disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, Permitted Joint Venture or an
Immaterial Subsidiary;


 


(p)       any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired
its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each
case comprising all or a portion of the consideration in respect of such sale or acquisition;


 


(q)       dispositions
of property to the extent (i) that such property is exchanged for credit against the purchase price of similar replacement property that
is promptly purchased; (ii) that the proceeds of such disposition are promptly applied to the purchase price of such replacement property
(which replacement property is actually promptly purchased); or (iii) allowable under Section 1031 of the Code (or any similar provision
under applicable tax law) and constituting any exchange of like property (excluding any boot thereon) for use in a Similar Business;


 


(r)       any
disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization
Financing or Receivables Facility, or the disposition of an account receivable in connection with the collection or compromise thereof
in the ordinary course of business or consistent with past practice;


 


(s)       any
disposition pursuant to a financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including
any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after
the Issue Date, including Sale and Leaseback Transactions and asset securitizations, permitted by this Indenture;


 


(t)       dispositions
of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between,
the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements;


 


(u)       any
surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims
of any kind; and


 


(v)       the
unwinding of any Cash Management Services or Hedging Obligations.


 


In the event that a transaction
(or any portion thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted Investment or an Investment
permitted under Section 4.04, the Company, in its sole


 






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discretion, will be entitled to divide and classify
such transaction (or a portion thereof) as an Asset Disposition and/or one or more of the types of Permitted Investments or Investments
permitted under Section 4.04.


 


“Associate”
means (i) any Person engaged in a Similar Business of which the Company or the Restricted Subsidiaries are the legal and beneficial owners
of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary.


 


“Bankruptcy Law”
means Title 11, U.S. Bankruptcy Code of 1978, or any similar United States federal or state law or relevant law in any jurisdiction or
organization or similar foreign law (including, without limitation, the laws of Luxembourg relating to the capability of a debtor to
pay its debts, the debtor’s over-indebtedness or lack of assets to cover a debtor’s outstanding debt or relating to moratorium,
bankruptcy, insolvency, receivership, winding-up, examinership, liquidation, reorganization or relief of debtors) or any amendment to,
succession to or change in any such law.


 


“Board of Directors”
means (i) with respect to any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized
committee thereof; (ii) with respect to any partnership, the board of directors or other governing body of the general partner, as applicable,
of the partnership or any duly authorized committee thereof; (iii) with respect to a limited liability company, the managing member or
members or any duly authorized controlling committee thereof; and (iv) with respect to any other Person, the board or any duly authorized
committee of such Person serving a similar function. Whenever any provision of this Indenture requires any action or determination to
be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made
if approved by a majority of the directors (excluding employee representatives, if any) on any such Board of Directors (whether or not
such action or approval is taken as part of a formal board meeting or as a formal board approval). Unless the context requires otherwise,
Board of Directors means the Board of Directors of the Company.


 


“Borrowing Base”
means, as of any date, the sum of (a) 85.0% of the book value of the accounts receivable plus (b) the lesser of (1) 75.0%
of the cost of inventory and (2) 85.0% of the net orderly liquidation value of inventory, in each case of the Company and its Restricted
Subsidiaries; provided that the Borrowing Base shall be adjusted to reflect such pro forma adjustments as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“Business Combination
Agreement” means, the business combination agreement dated as of February 22, 2021, as amended on March 5, 2021 and as may
be amended from time to time, by and among Gores Holdings V, Inc., Ardagh Group S.A., the Company and Ardagh MP MergeCo Inc., together
with all of its exhibits, schedules, annexes and other related documents.


 


“Business Day”
means each day that is not a Saturday, Sunday or other day on which banking institutions in (i) Luxembourg, (ii) London, United Kingdom,
(iii) Dublin, Ireland; (iv) New York, New York, United States or (v) Delaware, United States, are authorized or required by law to close.


 


“Business Successor”
means (i) any former Subsidiary of the Company and (ii) any Person that, after the Issue Date, has acquired, merged or consolidated with
a Subsidiary of the Company (that results in such Subsidiary ceasing to be a Subsidiary of the Company), or acquired (in one transaction
or a series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a
business unit, line of business or division of a Subsidiary of the Company.


 


“Capital Stock”
of any Person means any and all shares of, rights to purchase or acquire, warrants, options or depositary receipts for, or other equivalents
of, or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any
debt securities convertible into, or exchangeable for, such equity.


 


“Capitalized Lease
Obligations” means, as the case may be and subject to (as applicable) the Election Option, in relation to any determination,
an obligation that is required to be classified and accounted for as either (i) a finance lease or a capital lease for financial reporting
purposes on the basis of IAS 17 (Leases) (or any equivalent measure


 






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under GAAP), or (ii) lease liabilities on the
balance sheet in accordance with IFRS 16 (Leases) (or any equivalent measure under GAAP). The amount of Indebtedness represented
by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined
on the basis of either IAS 17 (Leases) (or any equivalent measure under GAAP) or IFRS 16 (Leases) (or any equivalent measure
under GAAP) as the case may be and always subject (as applicable) to the Election Option; and the Stated Maturity thereof will be the
date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without
penalty.


 


“Cash Equivalents”
means:


 


(1)       (a)
Euro, Canadian dollars, Swiss Francs, United Kingdom pounds, Japanese Yen, U.S. Dollars, Australian dollars or any national currency
of any member state of the European Union; or (b) any other foreign currency held by the Company and the Restricted Subsidiaries in the
ordinary course of business;


 


(2)       securities
or other direct obligations, issued or directly and fully Guaranteed or insured by the government of Australia, Canada, Japan, Norway,
Switzerland, the United Kingdom or the United States of America, the European Union or any member state of the European Union on the
Issue Date or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country or
such member state is pledged in support thereof), with maturities of 24 months or less from the date of acquisition;


 


(3)       certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more
than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is
rated at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the equivalent thereof by Moody’s
(or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating
Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital
and surplus in excess of $250.0 million;


 


(4)       repurchase
obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting the qualifications
specified in clause (3) above;


 


(5)       securities
with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced
in clause (3) above;


 


(6)       commercial
paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in clause (3) above (or by the Parent Entity
thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by,
or guaranteed by a corporation rated at least “A-1” or higher by S&P or “P-1” or higher by Moody’s
(or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating
Organization selected by the Company) maturing within one year after the date of creation thereof;


 


(7)       interests
in any investment company, money market, enhanced high yield fund or other investment fund which invests 90% or more of its assets in
instruments of the types specified in clauses (1) through (6) above;


 


(8)       for
purposes of clause (b) of the definition of “Asset Disposition,” the marketable securities portfolio owned by the Company
and its Subsidiaries on the Issue Date; and


 


(9)       any
investments classified as cash equivalents under IFRS.


 


“Cash Management
Services” means any products, services or facilities relating to the following: automated clearing house transactions, treasury,
depository, disbursement, credit or debit card, purchasing card, stored value card, merchant card, electronic fund transfer services,
daylight or overnight draft facilities and/or cash management services, including controlled disbursement services, overdraft facilities,
foreign exchange facilities, deposit,


 






    -7-


     


    

 





operating, collections, payroll, trust disbursement
and other accounts, information reporting, lockbox and stop payment services and merchant services or other cash management arrangements,
banking products or banking services in the ordinary course of business or consistent with past practice.


 


“Change of Control”
means:


 


(1)       the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, being or becoming the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act as in effect on the Issue Date) of more than 50% of the total voting power
of the Voting Stock of the Company other than in connection with any transaction or series of transactions in which the Company shall
become the Subsidiary of a Parent Entity so long as no Person or group, as noted above, other than a Permitted Holder, holds more than
50% of the total voting power of the Voting Stock of such Parent Entity;


 


(2)       the
sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination
transaction), in one or a series of related transactions, of all or substantially all of the assets of the Company and the Restricted
Subsidiaries taken as a whole to a Person, other than the Company or any of the Restricted Subsidiaries or one or more Permitted Holders;
or


 


(3)       the
Company ceases to beneficially own, directly or indirectly, 100% of the Voting Stock of either Issuer, other than director’s qualifying
shares and other shares required to be issued by law or Voting Stock issued pursuant to any employment or benefit plan, program, agreement
or arrangement or other compensation arrangements.


 


Notwithstanding the foregoing,
(a) a transaction will not be deemed to involve a Change of Control solely as a result of the Company becoming a direct or indirect wholly
owned subsidiary of a holding company if (A) 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 (B) 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 and (b) the right to acquire
Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto
power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.


 


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


 


“Collateral”
means all assets from time to time in which a Security Interest has been or will be granted pursuant to any Security Document to secure
the obligations under this Indenture, the Notes and/or any Notes Guarantee.


 


“Consolidated Depreciation
and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization
expense, including amortization or write-off of (i) intangibles and non-cash organization costs, (ii) deferred financing fees or costs
and (iii) capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs,
the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable
or unfavorable lease assets or liabilities, of such Person and the Restricted Subsidiaries for such period on a consolidated basis and
otherwise determined in accordance with IFRS and any write down of assets or asset value carried on the balance sheet.


 






    -8-


     


    

 





“Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(1)       increased
(without duplication) by:


 


(a)       provision
for taxes based on income or profits, including federal, state, provincial, territorial, local, foreign, unitary, franchise and similar
taxes and foreign withholding and similar taxes of such Person paid or accrued during such period, including any penalties and interest
relating to any examinations in respect of any such taxes (including any additions to such taxes, and any penalties and interest with
respect thereto), deducted (and not added back) in computing Consolidated Net Income; plus


 


(b)       Fixed
Charges of such Person for such period (including (x) net losses on any Hedging Obligations or other derivative instruments entered into
for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with
financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (r)
through (z) in clause (1) thereof), in each case, to the extent the same were deducted (and not added back) in calculating such Consolidated
Net Income; plus


 


(c)       Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus


 


(d)       any
(x) Transaction Expenses and (y) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense)
related to any actual, proposed or contemplated Equity Offering (including any expense relating to enhanced accounting functions or other
transactions costs associated with becoming a public company), Permitted Investment, acquisition, disposition, recapitalization or the
Incurrence of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful),
in each case, including (i) such fees, expenses or charges (including rating agency fees and related expenses) related to the offering
of the Notes, the ABL Facility, any other Credit Facility, any Receivables Facility, any Securitization Facility, any other Indebtedness
permitted to be Incurred under this Indenture or any Equity Offering and any amendment, waiver or other modification of any of the foregoing,
in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income;
plus


 


(e)       (i)
the amount of any restructuring charge, accrual or reserve (and adjustments to existing reserves), integration cost or other business
optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted
(and not added back) in such period in computing Consolidated Net Income, including any one-time costs Incurred in connection with acquisitions
or divestitures after the Issue Date, including those related to any severance, retention, signing bonuses, relocation, recruiting and
other employee related costs, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement
employment benefit plans (including any settlement of pension liabilities), systems development and establishment costs, future lease
commitments and costs related to the opening and closure and/or consolidation of facilities and to exiting lines of business and consulting
fees Incurred with any of the foregoing and (ii) fees, costs and expenses associated with acquisition related litigation and settlements
thereof; plus


 


(f)       any
other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment
charges or the impact of purchase accounting; provided that if any such non-cash charge, write-down or item to the extent it represents
an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be subtracted from
Consolidated EBITDA when paid or other items classified by the Company as special items less other non-cash items of income increasing


 






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Consolidated Net Income (excluding any
such non-cash item of income to the extent it represents a receipt of cash in any future period); plus


 


(g)       the
amount of board of director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit
fees (including termination fees) and related indemnities and expenses paid or accrued in such period to any member of the Board of Directors
of the Company, any Permitted Holder or any Affiliate of a Permitted Holder to the extent permitted under Section 4.08; plus


 


(h)       the
 “run rate” cost savings, operating expense reductions, restructuring charges and expenses and synergies that are expected
(in good faith) to be realized as a result of actions taken or expected to be taken after the date of any acquisition, disposition, divestiture,
restructuring or the implementation of a cost savings or other similar initiative, as applicable (calculated on a pro forma basis
as though such cost savings, operating expense reductions, restructuring charges and expenses and synergies had been realized from the
first day of such period and during the entirety of such period), net of the amount of actual benefits realized during such period from
such actions; provided that (i) such actions are expected to be taken after the consummation of the acquisition, disposition,
restructuring or the implementation of an initiative, as applicable, which is expected to result in cost savings, operating expense reductions,
restructuring charges and expenses or synergies, and (ii) no cost savings, operating expense reductions, restructuring charges and expenses
or synergies shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to Consolidated
EBITDA, whether through a pro forma adjustment or otherwise, for such period (which adjustments, without double counting, may
be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus


 


(i)       the
 “run rate” expected cost savings, operating expense reductions including costs and expenses related to information and technology
systems establishment, modernization or modification, restructuring charges and expenses and synergies related to the AMP Transfer Transactions
projected by the Company in good faith to result from actions with respect to which substantial steps have been, will be, or are expected
to be, taken (in the good faith determination of the Company), calculated on a pro forma basis as though such cost savings, operating
expense reductions, restructuring charges and expenses and synergies had been realized from the first day of such period and during the
entirety of such period, net of the amount of actual benefits realized during such period from such actions, and which adjustments, without
double counting, may be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”;
plus


 


(j)       the
amount of loss or discount on sale of Securitization Assets, Receivables Assets and related assets to the Securitization Subsidiary in
connection with a Qualified Securitization Financing or Receivables Facility; plus


 


(k)       any
costs or expense Incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to
the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or Net Cash Proceeds of
an issuance of Capital Stock (other than Disqualified Stock) of the Company solely to the extent that such Net Cash Proceeds are excluded
from the calculation set forth in Section 4.04(a)(III); plus


 


(l)       cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net
Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to clause (2) below for any previous period and not added back; plus


 


(m)       any
net loss included in the Consolidated Net Income attributable to non-controlling interests; plus


 






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(n)       realized
foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance
sheet of the Company and the Restricted Subsidiaries; plus


 


(o)       net
realized losses from Hedging Obligations or embedded derivatives; plus


 


(p)       the
amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in
any non-wholly owned Subsidiary, and any costs and expenses (including all legal, accounting and other professional fees and expenses)
related thereto; plus


 


(q)       with
respect to any joint venture, an amount equal to the proportion of those items described in clauses (a) and (c) above relating to such
joint venture corresponding to the Company’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s
Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) to the extent the same was deducted (and not
added back) in calculating Consolidated Net Income; plus


 


(r)        earn-out
and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and
purchase price adjustments; plus


 


(s)       any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including
amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost), and any other
items of a similar nature; plus


 


(t)        the
amount of expenses relating to payments made to option holders of the Company or any Parent Entity in connection with, or as a result
of, any distribution being made to equityholders of such Person or its Parent Entities, which payments are being made to compensate such
option holders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent
permitted under this Indenture; plus


 


(u)       to
the extent not already otherwise included herein, adjustments and add-backs similar to the adjustments and add-backs made in calculating
 “Adjusted EBITDA” included in the Offering Memorandum; plus


 


(v)       earn
out obligations Incurred in connection with any permitted acquisition or other Investment permitted under this Indenture and paid or
accrued during such period; plus


 


(w)       losses,
charges and expenses related to the pre-opening and opening of new facilities, and start-up period prior to opening, that are operated,
or to be operated, by the Company or any Restricted Subsidiary; and


 


(2)           decreased
(without duplication) by non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains
to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any
prior period.


 


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


 


(1)            consolidated
interest expense of such Person and its Restricted Subsidiaries for such period (in each case, determined on the basis of IFRS, but including
for the avoidance of doubt, any consolidated interest expense related to Indebtedness of any Parent Entity which such Person or any of
its Restricted Subsidiaries guarantees), to the extent such expense was deducted (and not added back) in computing Consolidated Net Income,
including (a) amortization of original issue discount or premium resulting from


 




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the
issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of
credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of any Hedging Obligations or other derivative instruments pursuant to IFRS), (d) the interest component
of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness,
and excluding (q) all cash dividends or other distributions paid on any series of Preferred Stock, (r) Securitization Fees, (s) penalties
and interest relating to taxes (but excluding, for the avoidance of doubt, any Additional Amounts paid with respect to the Notes or the
Notes Guarantees), (t) any additional cash interest owing pursuant to any registration rights agreement, (u) accretion or accrual of
discounted liabilities other than Indebtedness, (v) any expense resulting from the discounting of any Indebtedness in connection with
the application of recapitalization accounting or purchase accounting in connection with the AMP Transfer Transactions or any acquisition,
(w) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated Hedging Obligations
and other commissions, financing fees and expenses and original issue discount with respect to Indebtedness and, adjusted to the extent
included, to exclude any refunds or similar credits received in connection with the purchasing or procurement of goods or services under
any purchasing card or similar program, (x) any expensing of bridge, commitment and other financing fees, (y) subject (as applicable)
to the Election Option, any interest component of any operating lease and (z) interest with respect to Indebtedness of any parent of
such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under IFRS; plus


 


(2)            consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including for the avoidance
of doubt, any consolidated capitalized interest related to Indebtedness of any Parent Entity which such Person or any of its Restricted
Subsidiaries guarantees (but excluding any interest capitalized, accrued, accreted or paid in respect of Subordinated Shareholder Funding);
less


 


(3)            interest
income for such period.


 


For
purposes of this definition, interest on a lease (including any Capitalized Lease Obligation) shall be deemed to accrue at an interest
rate reasonably determined by such Person to be the rate of interest implicit in such lease in accordance with IFRS.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries
for such period determined on a consolidated basis on the basis of IFRS after any reduction in respect of Preferred Stock dividends;
provided, however, that there will not be included in such Consolidated Net Income:


 


(1)           any
net income (loss) of any Person if such Person is not a Restricted Subsidiary (including any net income (loss) from Investments recorded
in such Person under the equity method of accounting), except that the Company’s equity in the net income of any such Person for
such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed
or that (as reasonably determined by an Officer of the Company) could have been distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or
other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below); provided
that, for the purposes of Section 4.04(a)(III), such dividend, other distribution or return on investment does not reduce the amount
of Investments outstanding under the definition of “Permitted Investment”;


 


(2)           solely
for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(III), any net income (loss) of any
Restricted Subsidiary (other than the Issuers and the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to an Issuer or a Guarantor
by operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order,
statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions
that have been waived or otherwise released, (b) restrictions pursuant to the agreements, documents and instruments entered into in connection
with, or pursuant to, the


 




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ABL
Facility, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Notes or this Indenture and (c) restrictions specified
in Section 4.05(b)(13)(a) except that the Company’s equity in the net income of any such Restricted Subsidiary for such period
will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that
could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);


 


(3)           any
gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized upon the
sale or other disposition of any asset (including pursuant to any Sale and Leaseback Transaction) or disposed or discontinued operations
of the Company or any Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business (as determined
in good faith by the Company);


 


(4)           any
extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense, including Transaction Expenses or any charges, expenses
or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, one-time compensation charges, integration
and facilities’ opening costs and other business optimization expenses and operating improvements (including related to new product
introductions), systems development and establishment costs, accruals or reserves (including restructuring and integration costs related
to acquisitions after the Issue Date and adjustments to existing reserves), whether or not classified as restructuring expense on the
consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation
of facilities, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee
benefit plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees Incurred
with any of the foregoing;


 


(5)           the
cumulative effect of a change in law, regulation or accounting principles, including any impact resulting from an election by the Company
to apply GAAP at any time following the Issue Date;


 


(6)            any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash
deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation
and (ii) income (loss) attributable to deferred compensation plans or trusts;


 


(7)            all
deferred financing costs written off and premiums paid or other expenses Incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;


 


(8)           any
unrealized gains or losses in respect of any Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying
hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions,
in each case, in respect of any Hedging Obligations;


 


(9)           any
fees and expenses (including any transaction or retention bonus or similar payment) Incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, disposition of assets or securities, issuance or repayment of
Indebtedness, issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (in each case, including
any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring
merger costs Incurred during such period as a result of any such transaction, in each case whether or not successful;


 


(10)         any
unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than
the functional currency of such Person, and any unrealized foreign currency transaction gains or losses in respect of Indebtedness or
other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary and any unrealized foreign
exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;


 




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(11)         any
unrealized or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance
with IFRS;


 


(12)          any
recapitalization accounting or purchase accounting effects, including, but not limited to, adjustments to inventory, property and equipment,
software and other intangible assets and deferred revenue in component amounts required or permitted by IFRS and related authoritative
pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of
any consummated acquisition (including the AMP Transfer Transactions), or the amortization or write-off of any amounts thereof (including
any write-off of in process research and development);


 


(13)         any
impairment charge, write-off or write-down, including impairment charges, write-offs or write-downs related to intangible assets, long-lived
assets, goodwill, investments in debt or equity securities (including any losses with respect to the foregoing in bankruptcy, insolvency
or similar proceedings) and the amortization of intangibles arising pursuant to IFRS;


 


(14)         any
effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any Hedging Obligations or other derivative
instruments;


 


(15)         accruals
and reserves that are established or adjusted (including any adjustment of estimated pay-outs on existing earn-outs) that are so required
to be established as a result of the AMP Transfer Transactions in accordance with IFRS, or changes as a result of adoption or modification
of accounting policies;


 


(16)         any
costs associated with the AMP Transfer Transactions or the Transactions;


 


(17)          any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense associated with
tax deductions or net operating losses arising as a result of the AMP Transfer Transactions, or the release of any valuation allowances
related to such item;


 


(18)          any
(i) payments to third parties in respect of research and development, including amounts paid upon signing, success, completion and other
milestones and other progress payments, to the extent expensed and (ii) effects of adjustments to accruals and reserves during a period
relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program
rebates);


 


(19)         any
net gain (or loss) from disposed, abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued
or abandoned operations; and


 


(20)         the
impact of capitalized, accrued or accreting or pay-in-kind interest or principal on Subordinated Shareholder Funding.


 


In
addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding
anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by
indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition
of assets permitted hereunder, or, so long as the Company has made a determination that there exists reasonable evidence that such amount
will in fact be reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing within 180 days
and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent
not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business interruption insurance) and actually
reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be
reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days
and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent
not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption.


 




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“Consolidated
Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (x) the sum of (a) Senior
Secured Indebtedness of the Company and the Restricted Subsidiaries as of such date and (b) the Reserved Indebtedness Amount in
respect of Indebtedness which, once incurred, would be included in the calculation of Senior Secured Indebtedness, less the aggregate
amount of cash and Cash Equivalents of the Company and the Restricted Subsidiaries on a consolidated basis, to (y) LTM EBITDA; provided,
however, that, solely for the purpose of Section 4.06, the pro forma calculation shall not give effect to (i) any
Indebtedness Incurred on such determination date pursuant to Section 4.06(b) (other than Indebtedness Incurred pursuant to clauses (1)(b)
or (5)(b) of Section 4.06(b)), or (ii) the discharge on such determination date of any Indebtedness to the extent that such discharge
results from the proceeds Incurred pursuant to Section 4.06(b) (other than the discharge of Indebtedness using proceeds of Indebtedness
Incurred pursuant to clauses (1)(b) and (5)(b) of Section 4.06(b)).


 


“Consolidated
Total Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness for borrowed money
of the Company and the Restricted Subsidiaries but excluding any Indebtedness under or with respect to Cash Management Services, intercompany
Indebtedness of the Company and the Restricted Subsidiaries, Hedging Obligations, Receivables Facilities or Securitization Facilities.


 


“Consolidated
Total Net Leverage Ratio” means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated Total Indebtedness
as of such date and (b) the Reserved Indebtedness Amount in respect of Indebtedness which, once incurred, would be included in the calculation
of Consolidated Total Indebtedness, less the aggregate amount of cash and Cash Equivalents of the Company and the Restricted Subsidiaries
on a consolidated basis, to (y) LTM EBITDA; provided, however, that, solely for the purpose of Section 4.06, the pro forma
calculation shall not give effect to (i) any Indebtedness Incurred on such determination date pursuant to Section 4.06(b) (other than
Indebtedness Incurred pursuant to clauses (1)(b), (1)(c) or (5)(b) of Section 4.06(b)), or (ii) the discharge on such determination date
of any Indebtedness to the extent that such discharge results from the proceeds Incurred pursuant to Section 4.06(b) (other than the
discharge of Indebtedness using proceeds of Indebtedness Incurred pursuant to clauses (1)(b), (1)(c) and (5)(b) of Section 4.06(b)).


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly
or indirectly, any operating lease (subject, as applicable, to the Election Option), dividend or other obligation that does not constitute
Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any
obligation of such Person, whether or not contingent:


 


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


 


(2)           to
advance or supply funds:


 


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


 


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


 


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


 


“continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled
by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for
making direct or indirect equity or debt investments in the Company and/or other companies.


 




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“Credit
Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements
(including the ABL Facility or commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors
providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions
or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness,
in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in
whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders
or another administrative agent or agents or other banks or institutions and whether provided under the original ABL Facility or one
or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments
and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications
and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing,
the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Indebtedness
Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder,
(3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms
and conditions thereof.


 


“Debtors”
means the Company and the Subsidiaries party to the ABL Documents


 


“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; provided that
any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default
will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive
Registered Note” means, with respect to the Notes, 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 shall not bear the Global
Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Designated
Non-Cash Consideration” means the fair market value (as determined in good faith by the Company or any Restricted Subsidiary)
of non-cash consideration received by the Company or any of the Restricted Subsidiaries in connection with an Asset Disposition that
is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
less the amount of cash or Cash Equivalents or Temporary Cash Investments received in connection with a subsequent payment, redemption,
retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration
will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise
disposed of in compliance with Section 4.07.


 


“Designated
Preferred Stock” means Preferred Stock of the Company or a Parent Entity (other than Disqualified Stock) that is issued for
cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company
or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and that is designated
as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof,
the Net Cash Proceeds of which are excluded from the calculation set forth in Section 4.04(a)(III)(c).


 


“Disinterested
Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors having no material direct or
indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors shall be deemed not
to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any of its Affiliates or any
options, warrants or other rights in respect of such Capital Stock.


 


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


 




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(1)           matures
or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or


 


(2)            is
or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash
or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,


 


in each
case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided,
however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable
or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital
Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified
Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 4.04; provided
further, however, that if such Capital Stock is issued to any future, current or former employee, director, officer, contractor
or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members), of the Company, any of its Subsidiaries,
any Parent Entity or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith
as an “affiliate” by the Board of Directors (or the compensation committee thereof) or any other plan for the benefit of
current, former or future employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company
or its Subsidiaries or by any such plan to such employees (or their respective Controlled Investment Affiliates or Immediate Family Members),
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its
Subsidiaries in order to satisfy applicable statutory, contractual or regulatory obligations. For the avoidance of doubt, the Preferred
Shares shall not constitute Disqualified Stock.


 


“DTC”
means The Depository Trust Company or any successor, analogous replacement or alternative securities clearing agency, in each case, or
any successor thereto.


 


“Equity
Contribution” means any subscription for shares issued by, any capital contributions (including by way of premium and/or contribution
to the capital reserves) to, the Company (but excluding any such amounts funded from the proceeds of any Indebtedness of any Parent Entity
(x) which is guaranteed by the Company or any Restricted Subsidiary, and (y) in respect of which dividends or distributions
on the Company’s Capital Stock are permitted to be paid from cash by the Company or any Restricted Subsidiary pursuant to Section
4.04(a)(1)(C) and excluding the issuance of any Disqualified Stock or Designated Preferred Stock) or any Subordinated Shareholder Funding
of the Company (in each case, other than Excluded Contributions).


 


“Equity
Offering” means (x) a sale of Capital Stock of the Company (other than Disqualified Stock and other than offerings registered
on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions), or (y) the sale of Capital
Stock or other securities by any Person, the proceeds of which are contributed to the equity of the Company or any of the Restricted
Subsidiaries by any Parent Entity in any form other than Indebtedness, or Excluded Contributions.


 


“European
Union” means the European Union as in effect on the Issue Date.


 


“Exchange”
means Euronext Dublin.


 


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


 


“Excluded
Contribution” means Net Cash Proceeds or property or assets received by the Company as capital contributions to the equity
(other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company after April 1, 2021 or from the
issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any
Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital
Stock (other than Disqualified


 




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Stock or
Designated Preferred Stock) or Subordinated Shareholder Funding of the Company, in each case, to the extent designated as an Excluded
Contribution pursuant to an Officer’s Certificate of the Company.


 


“Existing
AMP Indentures” means, collectively, the indentures under which the Existing AMP Notes were issued as in effect on the Issue
Date.


 


“Existing
AMP Notes” means the Existing AMP Senior Notes and the Existing AMP Senior Secured Notes.


 


“Existing
AMP Senior Notes” means the Issuers’ 4.000% Senior Notes due 2029 and 3.000% Senior Notes due 2029 that were jointly
issued by Ardagh Metal Packaging Finance plc and Ardagh Metal Packaging Finance USA LLC on March 12, 2021 pursuant to a senior indenture
dated March 12, 2021, as amended and supplemented from time to time.


 


“Existing
AMP Senior Secured Notes” means the Issuers’ 3.250% Senior Secured Notes due 2028 and the 2.000% Senior Secured Notes
due 2028 that were jointly issued by the Issuers on March 12, 2021 pursuant to a senior secured indenture dated March 12, 2021, as amended
and supplemented from time to time.


 


“Existing
Notes Guarantees” means the guarantees of the Issuers’ and the Guarantors’ obligations in respect of the Existing
AMP Notes provided pursuant to the Existing AMP Indentures.


 


“fair
market value” wherever such term is used in this Indenture (except as otherwise specifically provided in this Indenture), may
be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Company setting
out such fair market value as determined by such Officer or such Board of Directors in good faith.


 


“FATCA
Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code,
or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations
thereof, or any law implementing an intergovernmental approach thereto.


 


“Fitch”
means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Fixed
Assets Collateral” means all assets (other than the ABL Collateral) that secure the Obligations under the Notes, the Notes
Guarantees and this Indenture.


 


“Fixed
Charge Coverage Ratio” means, with respect to any Person on any determination date, the ratio of LTM EBITDA to the Fixed Charges
of such Person for the Relevant Testing Period. In the event that the Company or any Restricted Subsidiary Incurs, assumes, Guarantees,
redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness (other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or has caused any Reserved Indebtedness
Amount to be deemed to be Incurred during such Relevant Testing Period or issues or redeems Disqualified Stock or Preferred Stock subsequent
to the commencement of the Relevant Testing Period but prior to or simultaneously with the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such Incurrence, deemed Incurrence, assumption, Guarantee, redemption, defeasance,
retirement, extinguishment or other discharge of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock,
as if the same had occurred at the beginning of the Relevant Testing Period; provided that the pro forma calculation shall not
give effect to: (i) any Fixed Charges attributable to Indebtedness Incurred on such determination date pursuant to Section 4.06(b) (other
than Fixed Charges attributable to Indebtedness Incurred pursuant to clauses (1)(b), (1)(c) and(5)(A)(b) of Section 4.06(b)) or (ii)
Fixed Charges attributable to any Indebtedness discharged on such determination date to the extent that such discharge results from the
proceeds Incurred pursuant to Section 4.06(b) (other than Fixed Charges attributable to Indebtedness discharged on such determination
date using proceeds of Indebtedness Incurred pursuant to clauses (1)(b), (1)(c) and (5)(A)(b) of Section 4.06(b)).


 




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For
purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations
and disposed operations that have been made by the Company or any of the Restricted Subsidiaries, during the Relevant Testing Period
or subsequent to the Relevant Testing Period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date
shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations
and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in LTM EBITDA resulting
therefrom) had occurred on the first day of the Relevant Testing Period. If since the beginning of such period any Person that subsequently
became a Restricted Subsidiary or was merged or amalgamated with or into the Company or any of the Restricted Subsidiaries since the
beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed or
discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation
or disposed or discontinued operation had occurred at the beginning of the Relevant Testing Period.


 


For
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good
faith by a responsible financial or chief accounting officer of the Company (and may include cost savings, expense reductions and synergies
reasonably expected to occur within 24 months from the date of completion of such action or transaction (or, if later, the last day of
the Relevant Testing Period), including from the result of a disposition or ceased or discontinued operations, as though such cost savings,
expense reduction and synergies had been achieved on the first day of the Relevant Testing Period). If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated, at the Company’s option,
either (x) as if the rate in effect on the determination date had been the applicable rate for the entire Relevant Testing Period or
(y) using the average rate in effect over the Relevant Testing Period, in each case taking into account any Hedging Obligations applicable
to such Indebtedness. As determined in accordance with the Election Option (as applicable), interest on a lease (including any Capitalized
Lease Obligations) shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer
of the Company to be the rate of interest implicit in such lease in accordance with IFRS. For purposes of making the computation referred
to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon
the average daily balance of such Indebtedness during the Relevant Testing Period except to the extent such revolving credit facility
has been permanently repaid and the commitments thereunder cancelled. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined
to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.


 


“Fixed
Charges” means, with respect to any Person for any period, the sum of:


 


(1)           Consolidated
Interest Expense of such Person for such period;


 


(2)           all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted
Subsidiary of such Person during such period; and


 


(3)           all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this
period.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Global
Note Legend” means the legend set forth in Section 2.06(f)(3) hereof, which is required to be placed on all Global Notes issued
under this Indenture.


 


“Global
Notes” means each of the Rule 144A Global Notes and the Regulation S Global Notes (each individually, a “Global Note”).


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person,
including any such obligation, direct or indirect, contingent or otherwise, of such Person:


 




    -19-


    


    

 


(1)           to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise); or


 


(2)           entered
into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);


 


provided,
however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary
course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary
course of business; and provided, further that the amount of any Guarantee shall be deemed to be the lower of (i) an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum
amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such
Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not stated or determinable,
the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person
in good faith. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor”
means the Company and any Restricted Subsidiary that Guarantees the Notes, until such Notes Guarantee is released in accordance with
the terms of this Indenture.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity
price or currency risks either generally or under specific contingencies.


 


“Holder”
means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the respective nominee
of DTC.


 


“IFRS”
means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European
Union or any variation thereof with which the Company or the Restricted Subsidiaries are, or may be, required to comply, as in effect
on the Issue Date or, with respect to Section 4.02, as in effect from time to time. Except as otherwise set forth in this Indenture,
all ratios and calculations based on IFRS (or, as applicable, GAAP) contained in this Indenture shall be computed in accordance with
IFRS as in effect on the Issue Date (or, as applicable, GAAP as in effect at the date specified by the Company in its election to adopt
GAAP in accordance with the fourth sentence of this definition). At any time after the Issue Date, the Company may elect to implement
any new measures or other changes to IFRS (or, as applicable, GAAP) in effect on or prior to the date of such election; provided that
any such election, once made, shall be irrevocable. At any time after the Issue Date, the Company may elect to apply GAAP accounting
principles in lieu of IFRS and, upon any such election, references herein to IFRS shall thereafter be construed to mean GAAP (except
as otherwise provided in this Indenture), including as to the ability of the Company to make an election pursuant to the previous sentence;
provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination
in this Indenture that require the application of IFRS for periods that include fiscal quarters ended prior to the Company’s election
to apply GAAP shall remain as previously calculated or determined in accordance with IFRS; provided, further again, that
the Company may only make such election if it also elects to report any subsequent financial reports required to be made by the Company.
The Company shall give notice of any such election made in accordance with this definition to the Trustee and the Holders. Notwithstanding
any of the foregoing, (i) in relation to the making of any determination or calculation under this Indenture, the Company shall be required
to elect (the “Election Option”), from time to time and each time, either (A) to apply IFRS 16 (Leases) or
(B) to apply IAS 17 (Leases) (or, in each case, the equivalent measure under GAAP) to the making of such determination or calculation,
provided that, if such determination or calculation involves more than one element (including for the calculation of a financial
ratio), such selected accounting standard shall be consistently applied to each element of such determination or calculation (other than,
for the avoidance of doubt, in relation to Section 4.02; and (ii) any adverse impact directly or indirectly relating to or resulting
from the implementation of IFRS 15 (Revenue from Contracts with Customers) and any successor standard thereto


 




    -20-


    


    

 


(or any
equivalent measure under GAAP) shall be disregarded with respect to all ratios, calculations and determinations based upon IFRS to be
calculated or made, as the case may be, pursuant to this Indenture (other than, for the avoidance of doubt, in relation to Section 4.02).


 


“Immaterial
Subsidiary” means, at any date of determination, any Restricted Subsidiary or group of Restricted Subsidiaries (the Capital
Stock of each of which is being disposed of concurrently) that would not 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 Issue Date of the
Company, measured, as of the last day of the most recent fiscal quarter for which financial statements are available or for the four
fiscal quarters ended most recently for which financial statements are available, as the case may be.


 


“Immediate
Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote
descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle
the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the
foregoing individuals or any donor-advised fund of which any such individual is the donor.


 


“Incur”
means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however,
that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger,
amalgamation, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes
a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to
the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time
any funds are borrowed thereunder, subject to the definition of “Reserved Indebtedness Amount” and related provisions.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication):


 


(1)           the
principal of indebtedness of such Person for borrowed money;


 


(2)           the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)           all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the
amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other
instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement
obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);


 


(4)           the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables
or similar obligation, including accrued expenses owed, to a trade creditor), which purchase price is due more than one year after the
date of placing such property in service or taking final delivery and title thereto;


 


(5)           Capitalized
Lease Obligations of such Person;


 


(6)           the
principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect
to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)           the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market
value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such Indebtedness
of such other Persons;


 




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(8)           Guarantees
by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) of other
Persons to the extent Guaranteed by such Person; and


 


(9)            to
the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such
obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would
be payable by such Person at the termination of such agreement or arrangement),


 


with respect
to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance
with IFRS.


 


The
amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued
with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other
Indebtedness.


 


Notwithstanding
the above provisions, in no event shall the following constitute Indebtedness:


 


(a)           Contingent
Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions
of Indebtedness;


 


(b)           Cash
Management Services;


 


(c)           any
lease, concession or license of property (or Guarantee thereof) which would, in accordance with the Election Option, be considered an
operating lease or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with
past practice;


 


(d)           obligations
under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or
in the ordinary course of business or consistent with past practice;


 


(e)            in
connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such
payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;


 


(f)            for
the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(g)           obligations
under or in respect of Qualified Securitization Financings or Receivables Facilities;


 


(h)           Indebtedness
of any Parent Entity appearing on the balance sheet of the Company solely by reason of push down accounting under IFRS;


 


(i)            Capital
Stock (other than Disqualified Stock of the Company and Preferred Stock of a Restricted Subsidiary);


 


(j)            amounts
owed to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights
and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation,
merger or


 




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transfer
of all or substantially all of the assets of the Company and the Restricted Subsidiaries, taken as a whole, that complies with Article
5;


 


(k)           Subordinated
Shareholder Funding; or


 


(l)            any
joint and several liability or any netting or set-off arrangement arising in each case by operation of law as a result of the existence
or establishment of a fiscal unity for corporate income tax, trade tax or value added tax purposes or similar purposes or any analogous
arrangement.


 


“Indenture”
means this indenture with respect to the Notes to be entered into on or about the Issue Date, by and among, inter alios, the Company,
the Issuers and the Trustee.


 


“Independent
Financial Advisor” means an investment banking or accounting firm of international standing or any third party appraiser of
international standing; provided, however, that such firm or appraiser is not an Affiliate of an Issuer.


 


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


 


“Initial
Notes” means the $600,000,000 in aggregate principal amount of the Issuers’ 6.000% Senior Secured Green Notes due 2027
issued on the Issue Date.


 


“Initial
Investors” means individually or collectively, (x) Ardagh Group S.A., and/or its Affiliates or direct or indirect
Subsidiaries or (y)(a) Yeoman Capital S.A., (b) any of Paul Coulson, Brendan Dowling, Houghton Fry, Edward Kilty, John Riordan
or Niall Wall, and any trust created for the benefit of one or more of the foregoing or their respective natural person Affiliates, or
the estate, executor, administrator, committee or beneficiaries of any thereof, and (c) any of their respective Affiliates.


 


“Initial
Public Offering” means an Equity Offering of common stock or other common equity interests of any Parent Entity or any successor
of the Company or any Parent Entity (the “IPO Entity”) following which there is a public market and, as a result of
which, the shares of common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally
recognized exchange or traded on an internationally recognized market.


 


“Intercreditor
Agreement” means the Intercreditor Agreement dated as of June 29, 2021, by and among, inter alios, the Issuers, Citibank,
N.A., London Branch as the trustee for the Existing AMP Senior Secured Notes, Citibank, N.A., London Branch, as the trustee for the Existing
AMP Senior Notes, the ABL Security Agent and Citibank, N.A., London Branch as the security agent, and to which Citibank, N.A., London
Branch as the trustee for the Notes will accede as of the Issue Date, as amended from time to time in accordance with its terms.


 


“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of advances, loans
or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees
of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented
by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or
any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items
that are or would be classified as investments on a balance sheet prepared on the basis of IFRS; provided, however, that
endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be
deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a
Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any
Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new
Investment at such time.


 




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For
purposes of Section 4.04 and Section 4.12:


 


(1)            “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted
Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a re-designation of such Subsidiary as a Restricted Subsidiary,
the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (a) the Company’s “Investment” in such Subsidiary at the time of such re-designation less (b) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as determined by
the Company) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and


 


(2)           any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each
case as determined by the Company.


 


“Investment
Grade Securities” means:


 


(1)            securities
issued or directly and fully Guaranteed or insured by the United States of America or Canadian government or any agency or instrumentality
thereof (other than Cash Equivalents);


 


(2)            securities
issued or directly and fully guaranteed or insured by the European Union or a member state of the European Union, Australia, Japan, Norway,
Switzerland or the United Kingdom or any agency or instrumentality thereof (other than Cash Equivalents);


 


(3)           debt
securities or debt instruments with a rating of “A−” or higher from S&P or “A3” or higher by Moody’s
or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments
constituting loans or advances among the Company and its Subsidiaries; and


 


(4)           Investments
in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold
cash and Cash Equivalents pending investment or distribution.


 


“Investment
Grade Status” shall occur when the Notes receive two of the following:


 


(1)           a
rating of “BBB−” or higher from S&P;


 


(2)           a
rating of “Baa3” or higher from Moody’s; or


 


(3)           a
rating of “BBB−” or higher from Fitch,


 


or the
equivalent of such rating by such rating organization or, if no rating of S&P, Moody’s or Fitch then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization.


 


“Issue
Date” means June 8, 2022.


 


“Liability”
means any liability of Citibank Europe plc to the Issuers or any Guarantor arising under or in connection with this Indenture.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale
or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease (subject,
as applicable, to the Election Option) be deemed to constitute a Lien.


 




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“LTM
EBITDA” means Consolidated EBITDA of the Company measured for the Relevant Testing Period ending prior to the date of such
determination, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable,
since the start of such Relevant Testing Period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed
Charge Coverage Ratio.”


 


“Lux
Holdco” means Ardagh Metal Packaging Group Sarl, a private limited liability company (société à responsabilité
limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 56, rue Charles Martel, L
2134 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 253539.


 


“Lux
Holdco Share Pledge” means a pledge over 100% of the shares of Lux Holdco granted by the Company.


 


“Management
Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees,
contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the
Company or any Restricted Subsidiary, or to any management equity plan, stock option plan, any other management or employee benefit,
bonus or incentive plan or any trust, partnership or other entity of, established for the benefit of, or the beneficial owner of which
(directly or indirectly) is, any of the foregoing:


 


(1)           (a)
in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or consistent with past practice
or (b) for purposes of funding any such person’s purchase (or the purchase by any management equity plan) of Capital Stock or Subordinated
Shareholder Funding (or similar obligations) of the Company, its Subsidiaries or any Parent Entity with the approval of the Board of
Directors of the Company;


 


(2)           in
respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or


 


(3)           not
exceeding the greater of (i) $40.0 million and (ii) 7.5% of LTM EBITDA in the aggregate outstanding at the time of Incurrence.


 


“Management
Stockholders” means the members of management of the Company (or any Parent Entity) or its Subsidiaries who are holders of
Capital Stock of the Company or of any Parent Entity on the Issue Date.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning
of Section 3(a)(62) under the Exchange Act.


 


“Net
Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of
any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:


 


(1)           all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes
paid, reasonably estimated to be actually payable or accrued as a liability under IFRS (including, for the avoidance of doubt, any income,
withholding and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any
available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition, including distributions
for Related Taxes;


 




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(2)            all
payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;


 


(3)            all
distributions and other payments required to be made to minority interest holders (other than any Parent Entity, the Company or any of
its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition;


 


(4)            the
deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of IFRS, against any liabilities associated
with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;
and


 


(5)           any
funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations
or adjustments to the purchase price associated with any such Asset Disposition.


 


“Net
Cash Proceeds,” with respect to any issuance or sale of Capital Stock or Subordinated Shareholder Funding, means the cash proceeds
of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such
issuance or sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issuance or sale (including,
for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Company
and after taking into account any available tax credit or deductions and any tax sharing agreements, and including distributions for
Related Taxes).


 


“Non-Core
Assets” means any assets of the Company or any Restricted Subsidiary and designated in good faith as “non-core”
to the material business activities of the Company and its Restricted Subsidiaries (taken as a whole) pursuant to an Officer’s
Certificate delivered by the Company to the Trustee.


 


“Non
Guarantor Debt Cap” means an amount of Indebtedness Incurred and Disqualified Stock or Preferred Stock issued pursuant to the
first paragraph and clauses (1)(b), (1)(c), (5)(x) and (13) of Section 4.06(b), in each case by Restricted Subsidiaries that
are not Guarantors, which shall not in aggregate exceed the greater of (x) $250.0 million and (y) 45.0% of LTM EBITDA
at any time outstanding.


 


“Notes”
means (i) the Initial Notes and (ii) any Additional Notes that are subsequently issued subject to the conditions and in compliance with
the provisions of this Indenture.


 


“Notes
Documents” means the Notes (including any Additional Notes), this Indenture (including the Notes Guarantees), the Security
Documents, the Intercreditor Agreement and any Additional Intercreditor Agreements.


 


“Notes
Guarantee” means the joint and several guarantee of the obligations under the Notes and this Indenture on a senior basis by
each Guarantor.


 


“Obligations”
means any principal, interest (including Post-Petition Interest and fees accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to an Issuer or any Guarantor whether or not a claim for Post-Petition Interest or fees is allowed in
such proceedings), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of
credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.


 


“Offering
Memorandum” means the offering memorandum, dated as of June 1, 2022, relating to the offering of the Notes.


 


“Officer”
means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, any Managing Director, the Secretary or any Assistant
Secretary (a) of such Person or (b) if such Person is owned or


 




    -26-


    


    

 


managed
by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture
by the Board of Directors of such Person.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.


 


“Opinion
of Counsel” means a written opinion from legal counsel that is reasonably satisfactory to the Trustee. The counsel may be an
employee of or counsel to the Company or its Subsidiaries.


 


“Parent
Entity” means any direct or indirect parent of the Company, in each case including any successors or assigns of such entity.


 


“Parent
Entity Expenses” means:


 


(1)            costs
(including all legal, accounting and other professional fees and expenses) Incurred by any Parent Entity in connection with reporting
obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental,
regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to the Notes, the
Notes Guarantees or any other Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed or
delivered with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder;


 


(2)           customary
indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter,
by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the extent
relating to the Company and its Subsidiaries;


 


(3)           obligations
of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company
and its Subsidiaries;


 


(4)           any
(x) general corporate overhead expenses, including all legal, accounting and other professional fees and expenses and (y) other operational
expenses of any Parent Entity related to the ownership or operation of the business of the Company or any of the Restricted Subsidiaries;


 


(5)           expenses
Incurred by any Parent Entity in connection with (i) any offering, sale, conversion or exchange of Subordinated Shareholder Funding,
Capital Stock or Indebtedness and (ii) any related compensation paid to officers, directors and employees of such Parent Entity; and


 


(6)           amounts
to finance Investments that would otherwise be permitted to be made pursuant Section 4.04 if made by the Company or a Restricted Subsidiary;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such
direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or
Capital Stock) to be contributed to the capital of the Company or one of the Restricted Subsidiaries or (2) the merger, consolidation
or amalgamation of the Person formed or acquired into the Company or one of the Restricted Subsidiaries in order to consummate such Investment,
(C) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration
or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such
consideration or made such payment in compliance with this Indenture and such consideration or other payment is included as a Restricted
Payment under this Indenture, (D) any property received by the Company shall not increase amounts available for Restricted Payments pursuant
to Section 4.04(a)(III) or be an Excluded Contribution or be used to Incur Indebtedness under Section 4.06(b)(10) and (E) such Investment
shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to Section 4.04 or pursuant to the definition of “Permitted
Investments.”


 


“Pari
Passu Indebtedness” means Indebtedness (a) of an Issuer which ranks equally in right of payment to the Notes or (b) of any
Guarantor which ranks equally in right of payment to the Notes Guarantee of such Guarantor.


 




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“Participant”
means, with respect to DTC, a Person who has an account with, DTC.


 


“Paying
Agent” means the Principal Paying Agent, and any other Person authorized by the Issuers to pay the principal of (and premium,
if any) or interest on any Note on behalf of the Issuers.


 


“Permitted
Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination
of such assets and cash, Cash Equivalents between the Company or any of the Restricted Subsidiaries and another Person; provided that
any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance
with Section 4.07.


 


“Permitted
Collateral Liens” means Liens on the Collateral:


 


(1)            that
are described in one or more of clauses (2), (3), (4), (5), (6), (7), (8), (12), (15), (17), (18), (24), (26), (34) or (41) of the definition
of “Permitted Liens” and Liens arising by operation of law that would not materially interfere with the ability of the Security
Agent to enforce the Security Interests in the Collateral; and


 


(2)           to
secure all obligations (including paid-in-kind interest) in respect of:


 


(a)       (i)
the Notes (other than Additional Notes), including related Notes Guarantees and (ii) the Existing AMP Notes, included related guarantees
thereof;


 


(b)       Indebtedness
described under Section 4.06(b)(1)(a) (including Liens on cash collateral pursuant to the agreements, documents and instruments entered
into in connection with, or pursuant to, the ABL Facility); provided that (x) Indebtedness under any asset based loan facility
may have priority lien status in respect of the ABL Collateral in accordance with the Intercreditor Agreement or any Additional Intercreditor
Agreement, (y) Hedging Obligations may have super senior priority status in respect of the proceeds from the enforcement of the
Fixed Assets Collateral and certain distressed disposals of assets in accordance with the Intercreditor Agreement and any Additional
Intercreditor Agreement and (z) Indebtedness under any revolving credit facility, may have super senior priority status in respect
of the proceeds from the enforcement of the Fixed Assets Collateral and certain distressed disposals of assets, in accordance with the
Intercreditor Agreement and any Additional Intercreditor Agreement; provided, further, that with respect to this clause
(z), the maximum commitments under such revolving credit facility that may have such super senior priority status may not exceed (i)
$500.0 million less (ii) the amount of commitments under the ABL Facility (measured at the time of the of entry into such revolving
credit facility);


 


(c)       Indebtedness
described under Section 4.06(b)(1)(b);


 


(d)       Indebtedness
described under Section 4.06(b)(2) (to the extent such guarantee is in respect of Indebtedness otherwise permitted to be secured and
specified in this definition of “Permitted Collateral Liens”);


 


(e)       Indebtedness
described under Section 4.06(b)(5);


 


(f)       Indebtedness
described under Section 4.06(b)(6); provided that obligations under any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or
mitigation of interest rate or currency risks entered into with respect to any Indebtedness Incurred in compliance with Section 4.06,
may have super senior priority status in respect of the proceeds from the enforcement of the Collateral and certain distressed disposals
of assets;


 


(g)
        Indebtedness described under clauses (4)(a), (4)(b)(i), (4)(c)(to the extent such Indebtedness
being Refinanced was permitted to be secured by a Permitted Collateral Lien), (7) (other than with respect to Capitalized Lease
Obligations), (13) or (18) of Section 4.06(b);


 




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(h)       Indebtedness
described under Section 4.06(a) or clause (1)(c), clause (5) or clause (10) of Section 4.06(b); provided that with
respect to liens securing Senior Secured Indebtedness, at the time of Incurrence and after giving pro forma effect thereto, the
Consolidated Senior Secured Net Leverage Ratio would be no greater than 4.00 to 1.00;


 


(i)       Liens
on the Collateral that secure Indebtedness on a basis junior to the Notes and any guarantees thereof; and


 


(j)       any
Refinancing Indebtedness in respect of Indebtedness set forth in the foregoing clauses (a) to (i); provided that any Lien securing
such Refinancing Indebtedness shall have the same priority, relative to the Lien on such Collateral securing the Notes, as the Lien securing
the original Indebtedness refinanced by such Refinancing Indebtedness;


 


provided
that for purposes of determining compliance with this definition, in the event that a Permitted Collateral Lien meets the criteria
of more than one of the categories of Permitted Collateral Liens described in paragraphs (1) and (2) above, the Company will be permitted
to classify such Permitted Collateral Lien on the date of its incurrence and reclassify such Permitted Collateral Lien at any time and
in any manner that complies with this definition.


 


“Permitted
Holders” means, collectively, (i) the Initial Investors, (ii) any one or more Persons, together with such Persons’
Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is
made in accordance with the requirements of the Indenture, (iii) the Management Stockholders, (iv) any Person who is acting
solely as an underwriter in connection with a public or private offering of Capital Stock of any Parent Entity or the Company, acting
in such capacity, and (v) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or
any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving
effect to the existence of such group or any other group, Persons referred to in subclauses (i) through (iv), collectively, have
beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any Parent Entity held by such
group.


 


“Permitted
Investment” means (in each case, by the Company or any of the Restricted Subsidiaries):


 


(1)            Investments
in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including the
Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;


 


(2)           Investments
in another Person and as a result of such Investment such other Person is merged, amalgamated, consolidated or otherwise combined with
or into, or transfers or conveys all or substantially all of its assets to, the Company or a Restricted Subsidiary;


 


(3)           Investments
in cash, Cash Equivalents, Temporary Cash Investments or Investment Grade Securities;


 


(4)           Investments
in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent
with past practice;


 


(5)           Investments
in payroll, travel, relocation, entertainment and similar advances to cover matters that are expected at the time of such advances ultimately
to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practice;


 


(6)           Management
Advances;


 


(7)            Investments
in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business or consistent
with past practice and owing to the Company or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable
held by the Company or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction
of judgments or pursuant to any plan of reorganization or similar arrangement including upon


 




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the
bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any
secured Investment in default;


 


(8)            Investments
made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset
Disposition;


 


(9)            Investments
existing or pursuant to agreements or arrangements in effect on the Issue Date and any modification, replacement, renewal or extension
thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment
as in existence on the Issue Date or (b) as otherwise not prohibited under this Indenture;


 


(10)         Hedging
Obligations, which transactions or obligations are Incurred in compliance with Section 4.06;


 


(11)         pledges
or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described
in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.09;


 


(12)         any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock), Subordinated Shareholder Funding or
Capital Stock of any Parent Entity as consideration;


 


(13)         any
transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of Section 4.08(c)
(except those described in clauses (1), (3), (6), (7), (8), (9), (12) and (14) of that paragraph);


 


(14)          Investments
consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property,
in any case, in the ordinary course of business or consistent with past practices, and in accordance with this Indenture;


 


(15)          any
(a) Guarantees of Indebtedness not prohibited by Section 4.06 and (other than with respect to Indebtedness) guarantees, keepwells and
similar arrangements in the ordinary course of business, and (b) performance guarantees and contingent obligations with respect to obligations
that are not prohibited by this Indenture;


 


(16)          Investments
consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to
the extent not otherwise prohibited by this Indenture;


 


(17)          Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into the Company or merged or amalgamated
into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation
of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation;


 


(18)          Investments
consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(19)         contributions
to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy
of the Company;


 


(20)          Investments
in joint ventures and similar entities and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with
all other Investments made pursuant to this clause (20) that are at the time outstanding, not to exceed the greater of (a) $165.0 million
and (b) 30.0% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time
made and without giving effect to subsequent changes in value), plus the amount of any returns


 




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(including dividends, payments, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without
duplication for purposes of Section 4.04, of any amounts applied pursuant to Section 4.04(a)(III)) with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value; provided, however, that (x)
if any Investment pursuant to this clause (20) is made in any Person that is not the Company or a Restricted Subsidiary at the date of
the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment shall thereafter
be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant to this clause (20) for so
long as such Person continues to be the Company or a Restricted Subsidiary and (y) no Investment in an Unrestricted Subsidiary made pursuant
to this clause (20) shall be made for the purpose of making an indirect dividend or distribution from the Company or any Restricted Subsidiary
in respect of the Company’s or any Restricted Subsidiary’s Capital Stock that would be permitted under clause (14) of Section
4.04(b) or that would otherwise be prohibited under Section 4.04;


 


(21)       additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (21) that are
at that time outstanding, not to exceed the greater of (a) $165.0 million and (b) 30.0% of LTM EBITDA (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns
(including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)
in respect of such Investments (without duplication for purposes of Section 4.04 of any amounts applied pursuant to Section 4.04(a)(III))
with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value;
provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not the Company or
a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after
such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been
made pursuant to this clause (21) so long as such Person continues to be the Company or a Restricted Subsidiary;


 


(22)       any
Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this
clause that are at that time outstanding, not to exceed the greater of (a) $165.0 million and (b) 30.0% of LTM EBITDA (with the fair
market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount
of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and
similar amounts) in respect of such Investments (without duplication for purposes of Section 4.04 of any amounts applied pursuant Section
4.04(a)(III)) with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes
in value; provided, however, that if any Investment pursuant to this clause (22) is made in any Person that is not the
Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary
after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to
have been made pursuant to this clause (22) for so long as such Person continues to be the Company or a Restricted Subsidiary;


 


(23)       Investments
(a) arising in connection with a Qualified Securitization Financing or Receivables Facility and (b) constituting distributions or payments
of Securitization Fees and purchases of Securitization Assets or Receivables Assets in connection with a Qualified Securitization Financing
or Receivables Facility;


 


(24)       Investments
in connection with the AMP Transfer Transactions or the Transactions (excluding Investments in Affiliates for the purpose of funding
an Affiliate’s subscription for the Preferred Shares);


 


(25)       Investments
(including repurchases) in Indebtedness of the Company and the Restricted Subsidiaries;


 


(26)       Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary
as described under Section 4.12;





 



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(27)       guaranty
and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business;


 


(28)       Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice or
made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client
contacts and loans or advances made to distributors in the ordinary course of business;


 


(29)       Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar
deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;


 


(30)       Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection of deposit and Article
4 customary trade arrangements with customers consistent with past practices;


 


(31)       transactions
entered into in order to consummate a Permitted Tax Restructuring;


 


(32)       Investments
made in the ordinary course of business, the fair market value of which in the aggregate does not exceed the greater of $15.0 million
and 3.0% of LTM EBITDA in any transaction or series of related transactions;


 


(33)       Investments
in a Person to the extent that the consideration therefor consists of the issue and sale (other than to any Subsidiary) of shares of
the Company’s Capital Stock or Subordinated Shareholder Funding or the net proceeds thereof (other than any Excluded Contribution
or to the extent any of the proceeds are used to Incur Indebtedness under Section 4.06(b)(10)); provided that the net proceeds
of such sale have been excluded from, and shall not have been included in, the calculation of the amount determined under Section 4.04(a)(III)(B);


 


(34)       Investments
resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not
acquired in contemplation of the acquisition of such Person;


 


(35)       loans
or advances to (i) directors, officers or employees of the Company or any Restricted Subsidiary to pay for the purchase of Capital
Stock of the Company or any direct or indirect parent company thereof pursuant to management equity plans or similar management or employee
benefit arrangement or (ii) stock option plans, trust and similar asset pools to pay for the purchase of Capital Stock of the Company
or any direct or indirect parent company thereof not to exceed the greater of $15.0 million and 3.0% of LTM EBITDA in the aggregate
outstanding at any one time;


 


(36)       any
Investments received in comprise or resolution of litigation, arbitration or other disputes;


 


(37)       advances,
loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and advance payment
made and deferred consideration and performance guarantees, in each case in the ordinary course of business;


 


(38)       any
Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities
arising in the ordinary course of business; and


 


(39)       so
long as no Default has occurred or is continuing, additional Investments; provided that immediately after giving pro forma
effect such Investment, the Consolidated Total Net Leverage Ratio shall not be greater than 4.50 to 1.00.


 






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“Permitted Joint
Venture” means any joint venture or similar combinations or other transaction pursuant to which the Company or any Restricted
Subsidiary enters into, acquires or subscribes for any shares, stock, securities or other interest in or transfers any assets to any
joint venture; provided, however, that the primary business of such joint venture is a Similar Business.


 


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


 


(1)       Liens
on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness and other Obligations of any Restricted
Subsidiary that is not a Guarantor;


 


(2)       pledges,
deposits or Liens under workmen’s compensation laws, old-age-part-time arrangements, payroll taxes, unemployment insurance laws,
social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance
carriers under insurance or self-insurance arrangements), or pension related liabilities and obligations, or in connection with bids,
tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory
obligations, or to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay,
indemnity, judgment, customs, appeal or performance bonds, guarantees of government contracts, return-of-money bonds, bankers’
acceptance facilities (or other similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees
or similar instruments that have been posted to support the same, or as security for contested taxes or import or customs duties or for
the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business; or consistent with
past practice;


 


(3)       Liens
with respect to outstanding motor vehicle fines and Liens imposed by law, including carriers’, warehousemen’s, mechanics’,
landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums
not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;


 


(4)       Liens
for Taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in
good faith by appropriate proceedings; provided that appropriate reserves required pursuant to IFRS (or other applicable accounting
principles) have been made in respect thereof;


 


(5)       encumbrances,
charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions,
by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or
irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business
of the Company and the Restricted Subsidiaries or to the ownership of their properties, including servicing agreements, development agreements,
site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreements and other agreements, which do not
in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business
of the Company and the Restricted Subsidiaries;


 


(6)       Liens
(a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted
under this Indenture; (b) that are statutory, common law or contractual rights of set-off (including, for the avoidance of doubt, Liens
arising under the general terms and conditions of banks or saving banks) or, in the case of clause (i) or (ii) below, other bankers’
Liens (i) relating to treasury, depository and Cash Management Services or any automated clearing house transfers of funds in the ordinary
course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to
permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Company or any Subsidiary
of the Company or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted
Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness and other Obligations permitted to be Incurred
under clauses (8)(d) or (8)(e) of Section 4.06(b) with financial institutions; (d) encumbering reasonable customary initial deposits
and margin deposits and similar Liens


 






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attaching to commodity trading accounts
or other brokerage accounts Incurred in the ordinary course of business, consistent with past practice and not for speculative purposes;
(e) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (f) in favor of a banking institution
arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection
with the maintenance of such accounts and/or (g) arising under customary general terms of the account bank in relation to any bank account
maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not
secure any Indebtedness;


 


(7)       leases,
licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in
the ordinary course of business;


 


(8)       Liens
securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of Default so long
as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have
not been finally terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days
have passed after (i) such judgment, decree, order or award has become final or (ii) such period within which such proceedings may be
initiated has expired;


 


(9)       Liens
(i) on assets or property of the Company or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations, or Purchase
Money Obligations, or securing the payment of all or a part of the purchase price of, or securing Indebtedness or other Obligations Incurred
to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course
of business or consistent with past practice; provided that (a) the aggregate principal amount of Indebtedness secured by such
Liens is otherwise permitted to be Incurred under this Indenture and (b) any such Liens may not extend to any assets or property of the
Company or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such
Indebtedness and any improvements or accessions to such assets and property and (ii) any interest or title of a lessor under any Capitalized
Lease Obligations or operating lease;


 


(10)       Liens
perfected or evidenced by UCC financing statement filings, including precautionary UCC financing statements (or similar filings in other
applicable jurisdictions) regarding operating leases (subject, as applicable, to the Election Option) entered into by the Company and
the Restricted Subsidiaries in the ordinary course of business;


 


(11)       Liens
existing on, or provided for or required to be granted under written agreements existing on, the Issue Date;


 


(12)       Liens
on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the
Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger,
amalgamation, consolidation or other business combination transaction with or into the Company or any Restricted Subsidiary); provided,
however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming
a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens
are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions
in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens
arose, could secure) the obligations to which such Liens relate;


 


(13)       Liens
on assets or property of the Company or any Restricted Subsidiary securing Indebtedness or other Obligations of the Company or such Restricted
Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary;


 


(14)       Liens
securing Refinancing Indebtedness Incurred to refinance Indebtedness that were previously so secured, and permitted to be secured under
this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original


 






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Lien arose, could secure) the Indebtedness
or other Obligations being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien
hereunder;


 


(15)       Liens
constituting (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed
by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Company or
any Restricted Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and
(b) any condemnation or eminent domain proceedings affecting any real property;


 


(16)       any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement
pursuant to any joint venture or similar agreement;


 


(17)       Liens
on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
payments by a third party relating to such property or assets;


 


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


 


(19)       Liens
securing Indebtedness and other Obligations under clauses (3), (11) or (18) of Section 4.06(b) (provided that, in the case of
Section 4.06(b)(11), such Liens cover only the assets of such Subsidiary);


 


(20)       Permitted
Collateral Liens (other than pursuant to clause 2(i) of such definition);


 


(21)       Liens
(a) on Capital Stock or other securities or assets of any Unrestricted Subsidiary or Permitted Joint Venture that secure Indebtedness
of such Unrestricted Subsidiary or Permitted Joint Venture and (b) then existing with respect to assets of an Unrestricted Subsidiary
on the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary as described under Section 4.12;


 


(22)       any
security granted over the marketable securities portfolio described in clause (8) of the definition of “Cash Equivalents”
in connection with the disposal thereof to a third party;


 


(23)       Liens
on (a) goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Company or any Restricted
Subsidiary or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms
of agreements relating to letters of credit, bank guarantees and other similar instruments and (b) specific items of inventory of other
goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;


 


(24)       Liens
on equipment of the Company or any Restricted Subsidiary in the ordinary course of business;


 


(25)       Liens
on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts
to sell such assets or securities if such sale is otherwise permitted by this Indenture;


 


(26)       Liens
arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges
and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;


 


(27)       Liens
solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted under this Indenture;


 






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(28)       Liens
(a) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments
to be applied against the purchase price for such Investment, and (b) consisting of an agreement to sell any property in an asset sale
permitted under Section 4.07, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted
on the date of the creation of such Lien;


 


(29)       Liens
securing Indebtedness and other Obligations in an aggregate principal amount not to exceed the greater of (a) $180.0 million and (b)
33.3% of LTM EBITDA at the time Incurred;


 


(30)       Liens
deemed to exist in connection with Investments in repurchase agreements permitted by Section 4.06 provided that such Liens do
not extend to any assets other than those that are the subject of such repurchase agreement;


 


(31)       Liens
arising in connection with a Qualified Securitization Financing or a Receivables Facility;


 


(32)       Settlement
Liens;


 


(33)       rights
of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements
with any government, statutory or regulatory authority;


 


(34)       the
rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise,
grant or permit held by the Company or any Restricted Subsidiary or by a statutory provision, to terminate any such lease, license, franchise,
grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;


 


(35)       restrictive
covenants affecting the use to which real property may be put;


 


(36)       Liens
or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use
to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of the business of
the Company or any Restricted Subsidiary;


 


(37)       Liens
arising in connection with any Permitted Tax Restructuring;


 


(38)       Liens
for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or on cash
set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case, to the
extent such cash or government securities are held in an escrow account or similar arrangement, including in each case any interest or
premium thereon;


 


(39)       Liens
arising in connection with any joint and several liability or any netting or set-off arrangement arising in each case by operation of
law as a result of the existence or establishment of a fiscal unity for corporate income tax, trade tax or value added tax or similar
purposes or any analogous arrangement;


 


(40)       Liens
on any of the Company’s or any Restricted Subsidiary’s property or assets securing the Notes or any Notes Guarantees; and


 


(41)       any
extension, renewal or replacement, in whole or in part, of any Permitted Lien; provided that any such extension, renewal or replacement
shall not extend in any material respect to any additional property or assets.


 


In the event that
a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date),
the Company in its sole discretion may divide, classify or from


 






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time to time reclassify all or any
portion of such Permitted Lien in any manner that complies with this Indenture and such Permitted Lien shall be treated as having been
made pursuant only to the clause or clauses of the definition of “Permitted Liens” to which such Permitted Lien has
been classified or reclassified.


 


“Permitted
Reorganization” means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganization, winding-up
or corporate reconstruction, directly or indirectly, in one or a series of related transactions involving the Company or any of the Restricted
Subsidiaries (a “Reorganization”) that is made on a solvent basis; provided that:


 


(1)       any
payments or assets distributed in connection with such Reorganization remain within the Company and the Restricted Subsidiaries; and


 


(2)       if
any shares or other assets form part of the Collateral, substantially equivalent Liens must be granted over such shares or assets of
the recipient such that they form part of the Collateral,


 


provided, further that
no Permitted Reorganization may override the provisions of Article 5 and, for the avoidance of doubt, the term “Permitted Reorganization”
shall include the closure of bank accounts and the conversion of debt instruments into Capital Stock or other equity instruments.


 


“Permitted Tax Distribution”
means:


 


		(1)	for any taxable year (or portion thereof)
                                            ending after the Issue Date for which the Company is a member of a fiscal unity (whether
                                            resulting from a domination and profit or loss pooling agreement or otherwise) or a group
                                            filing a consolidated or combined tax return with any Parent Entity for federal, state, provincial,
                                            territorial, and/or local income Tax purposes, any dividends, intercompany loans, other intercompany
                                            balances or other distributions to such Parent Entity to fund any such income Taxes of such
                                            Parent Entity that are attributable to the taxable income of the Company and its applicable
                                            Subsidiaries, in an amount not to exceed the amount of any such Taxes that the Company (and
                                            its applicable Subsidiaries) would have been required to pay if it had been a separate stand-alone
                                            company (or a separate consolidated, combined, group, affiliated or unitary group consisting
                                            only of the Company and its applicable Subsidiaries) for all applicable taxable periods after
                                            the Issue Date; and



 


		(2)	for any taxable year (or portion thereof)
                                            ending after the Issue Date for which the Company is treated as a disregarded entity, partnership,
                                            or other flow-through entity for federal, state, provincial, territorial, and/or local
                                            income Tax purposes, any dividends or other distributions to the Company’s direct owner(s)
                                            to fund such income Tax liability of such owner(s) (or, if a direct owner is a pass-through
                                            entity, of the indirect owner(s)) for such taxable year (or portion thereof) attributable
                                            to the taxable income of the Company and its applicable Subsidiaries, in an aggregate amount
                                            not the exceed the product of (x) the highest combined applicable marginal federal and
                                            state, provincial, territorial, and/or local statutory income Tax rate (for purposes of such
                                            tax) (after taking into account any deductibility of U.S. state and local income Tax for
                                            U.S. federal income Tax purposes and the character of the income in question) and (y) the
                                            taxable income of the Company (for purposes of such tax) for such taxable year (or portion
                                            thereof), reduced by all taxable losses of the Company (for purposes of such tax) with respect
                                            to any prior taxable year ending after the Issue Date to the extent such losses were not
                                            previously taken into account for purposes of computing Permitted Tax Distributions pursuant
                                            to this clause (2) and such losses would be deductible against such income of the Company
                                            for such taxable year (or portion thereof) if in all relevant taxable years the applicable
                                            Parent Entity had no items of income, gain, loss, deduction or credit other than allocations
                                            to such Parent Entity of such items by the Company; provided that Permitted Taxable Distributions
                                            pursuant to this clause (2) shall be reduced by the amount of any such Taxes paid or payable
                                            by the Company or any Subsidiary directly to taxing authorities on behalf of any such owner(s).



 


“Permitted Tax Restructuring”
means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the
date hereof so long as such Permitted Tax Restructuring is not materially adverse to the Holders (as determined by the Company in good
faith).


 






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


 


“Post-Petition Interest”
means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency
proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.


 


“Preferred Shares”
means the redeemable perpetual preferred shares with a nominal value of €4.44 each (which for the avoidance of doubt, shall constitute
Preferred Stock for all purposes under the Indenture) that the Company intends to issue to Ardagh Group S.A. for a subscription price
of approximately €250 million.


 


“Preferred Stock,”
as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.


 


“Principal Paying
Agent” means, initially, Citibank, N.A., London Branch until a successor replaces it in accordance with the applicable provisions
of this Indenture and thereafter means the successor thereof.


 


“pro forma”
means, with respect to any calculation made or required to be made pursuant to the terms of this Indenture, a calculation made in good
faith by a responsible financial or accounting officer of the Company; provided that any such calculation shall (x) give
effect to any realized or expected synergies, cost efficiencies and cost savings relating to, or directly or indirectly resulting from,
or associated with, any Asset Disposition, Investment, acquisition, reorganization, restructuring or operational improvement initiative
that has occurred during the period included in the calculation or any prior period or would reasonably be expected to occur in connection
with an acquisition or other transaction in relation to which “pro forma” effect is given, as if such synergies, cost efficiencies
or cost savings had been effective throughout the period included in the calculation and (y) eliminate any extraordinary, exceptional,
unusual or nonrecurring loss, expense or charge (including severance, relocation, plant closure, operational improvement or restructuring
costs or reserves therefor) relating to, or directly or indirectly resulting from, or Incurred in connection with, any Asset Disposition,
Investment, acquisition, reorganization, restructuring or operational improvement initiative, or offering of debt or equity securities.


 


“Private Placement
Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.


 


“Public Debt”
means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (i) a public offering registered
under the Securities Act and/or (ii) a private placement to institutional and other investors, in each case, that are not Affiliates
of the Company, in accordance with Rule 144A and/or Regulation S under the Securities Act, whether or not it includes registration rights
entitling the holders of such debt securities to registration thereof with the SEC for public resale.


 


“Public Offering”
means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed
on an exchange or publicly offered (which shall include an offering pursuant to Rule 144A or Regulation S under the Securities Act to
professional market investors or similar persons).


 


“Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property
or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 


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


 


“Qualified Securitization
Financing” means any Securitization Facility that meets the following conditions: (i) the Board of Directors shall have determined
in good faith that such Qualified Securitization Financing (including


 






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financing terms, covenants, termination events
and other provisions) is in the aggregate economically fair and reasonable to the Company and the Restricted Subsidiaries, (ii) all sales
of Securitization Assets and related assets by the Company or any Restricted Subsidiary to the Securitization Subsidiary or any other
Person are made for fair consideration (as determined in good faith by the Company) and (iii) the financing terms, covenants, termination
events and other provisions thereof shall be fair and reasonable terms (as determined in good faith by the Company) and may include Standard
Securitization Undertakings.


 


“Receivables Assets”
means (a) any accounts receivable owed to the Company or a Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof
and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect
of such accounts receivable, all records with respect to such accounts receivable and any other assets customarily transferred together
with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned
or otherwise transferred or pledged by the Company or such Restricted Subsidiary (as applicable) in a transaction or series of transactions
in connection with a Receivables Facility.


 


“Receivables Facility”
means an arrangement between the Company or a Restricted Subsidiary and a counterparty pursuant to which (a) the Company or such Restricted
Subsidiary, as applicable, sells (directly or indirectly) accounts receivable owing by customers, together with Receivables Assets related
thereto, (b) the obligations of the Company or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization
Repurchase Obligations) to the Company and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and
other provisions thereof shall be on market terms (as determined in good faith by the Company) and may include Standard Securitization
Undertakings, and shall include any guaranty in respect of such arrangements.


 


“Refinance”
means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including
pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and
 “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing Indebtedness”
means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that:


 


(1)       (a)
such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is
not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded
or refinanced; and (b) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, Disqualified Stock or Preferred
Stock, such Refinancing Indebtedness is Subordinated Indebtedness, Disqualified Stock or Preferred Stock, respectively, and, in the case
of Subordinated Indebtedness, is subordinated to the Notes and/or the Notes Guarantees (as applicable) on terms at least as favorable
to the Holders as those contained in the documentation governing the Indebtedness being refinanced;


 


(2)       Refinancing
Indebtedness shall not include:


 


(a)       Indebtedness,
Disqualified Stock or Preferred Stock of an Issuer or a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of an Issuer or a Guarantor; or


 


(b)       Indebtedness,
Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred
Stock of an Unrestricted Subsidiary; and


 









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(3)       such
Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that
is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then
outstanding (plus fees and expenses, including premiums, accrued and unpaid interest and defeasance costs) under the Indebtedness being
Refinanced.


 


Refinancing Indebtedness
in respect of any Credit Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment
of any such Credit Facility or other Indebtedness.


 


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


 


“Related Taxes”
means any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license,
capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and
expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided that such Taxes are
in fact paid) by any Parent Entity by virtue of its:


 


(1)       being
incorporated, organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation
or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries) or otherwise maintain its
existence or good standing under applicable law;


 


(2)       being
a holding company parent, directly or indirectly, of the Company or any Subsidiaries of the Company;


 


(3)       issuing
or holding Subordinated Shareholder Funding;


 


(4)       receiving
dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Company or any Subsidiaries of
the Company; or


 


(5)       having
made any (i) payment in respect to any of the items for which the Company is permitted to make payments to any Parent Entity pursuant
to Section 4.04 or (ii) Permitted Tax Distribution.


 


“Relevant Authority”
means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


“Relevant Testing
Period” means, for purposes of the calculation of any applicable financial covenant, test, basket or ratio (including those
based on LTM EBITDA, Fixed Charge Coverage Ratio and/or Consolidated Total Net Leverage Ratio), the most recently completed four consecutive
fiscal quarters ending on the last day of the most recent fiscal quarter (or fiscal year, if later) for which financial statements have
been delivered pursuant to Section 4.02 or, at the option of the Company, the most recently completed twelve consecutive months ending
on the last day of a calendar month for which the Company has, in its sole determination, sufficient available information to be able
to determine any applicable financial covenant, test, basket or ratio.


 


“Responsible Officer”
means, when used with respect to the Trustee, any director, associate director or assistant secretary within the debt and agency services
department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers or, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“Resolution Authority”
means the German Federal Agency for Financial Markets Stabilisation (Bundesanstalt für Finanzmarktstabilisierung), or any
other body which has authority to exercise any Write-down and Conversion Powers.


 


“Reserved Indebtedness
Amount” has the meaning set forth in the covenant described under Section 4.06.


 






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“Restricted Investment”
means any Investment other than a Permitted Investment.


 


“Restricted Subsidiary”
means any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“Reversion Date”
means, after the Notes have achieved Investment Grade Status, the date, if any, that such Notes shall cease to have such Investment Grade
Status.


 


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


 


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


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“S&P”
means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical
Rating Organization.


 


“Sale and Leaseback
Transaction” means any arrangement providing for the leasing by the Company or any of the Restricted Subsidiaries of any real
or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to
a third Person in contemplation of such leasing.


 


“SEC”
means the Securities and Exchange Commission or any successor thereto.


 


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


 


“Securitization
Asset” means (a) any accounts receivable, mortgage receivables, inventory, loan receivables, royalty, patent or other revenue
streams and other rights to payment or related assets and the proceeds thereof and (b) all collateral securing such receivable or asset,
all contracts and contract rights, guarantees or other obligations in respect of such receivable or asset, lockbox accounts and records
with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily
granted) together with accounts or assets in connection with a securitization, factoring or receivable sale transaction.


 


“Securitization
Facility” means any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented, modified,
extended, renewed, restated or refunded from time to time, pursuant to which the Company or any of the Restricted Subsidiaries sells,
transfers, pledges or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization
Subsidiary or any other Person.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation
interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel)
paid in connection with, any Qualified Securitization Financing or Receivables Facility.


 


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets or Receivables Assets in a Qualified Securitization
Financing or a Receivables Facility to repurchase or otherwise make payments with respect to Securitization Assets arising as a result
of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming
subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take
action by or any other event relating to the seller.


 


“Securitization
Subsidiary” means any Subsidiary of the Company in each case formed for the purpose of and that solely engages in one or more
Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for this purpose.


 






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“Security Agent”
means Citibank, N.A., London Branch until a successor replaces it in accordance with the applicable provisions of this Indenture, the
Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement and thereafter means the successor thereof.


 


“Security Documents”
means all security agreements, pledge agreements, collateral assignments, and any other instrument and document executed and delivered
pursuant to this Indenture or otherwise or any of the foregoing, as the same may be amended, supplemented or otherwise modified from
time to time, creating the Security Interests in the Collateral.


 


“Security Interest”
means any security interest in the Collateral that is created by the Security Documents.


 


“Senior Secured
Indebtedness” means Indebtedness of the Company and the Restricted Subsidiaries of the type referred to in the definition of
 “Consolidated Total Indebtedness” that is secured by a Lien on the Collateral (other than any lien that is contractually
subordinated to the Liens securing the Notes or ranks behind the Notes) and not contractually subordinated to obligations under the Notes
or the Notes Guarantees as of such date and that (x) is Incurred under Section 4.06(a) or clauses (1)(b), (4), (5), (7), (10), (11),
(13) or (18) of the Section 4.06(b), (y) is a Guarantee of any Indebtedness set forth in clause (x) that has
been Incurred by the Company or a Restricted Subsidiary where such Guarantee is not contractually subordinated to the obligations under
the Notes or the Notes Guarantees, or (z) is Refinancing Indebtedness in respect thereof, in all cases without double-counting;
provided that, for the avoidance of doubt, Indebtedness under the ABL Facility shall constitute Senior Secured Indebtedness.


 


“Settlement”
means the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds
transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor,
remitter, funds recipient or funds transmitter in the ordinary course of its business.


 


“Settlement Asset”
means any cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement
made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person.


 


“Settlement Indebtedness”
means any payment or reimbursement obligation in respect of a Settlement Payment.


 


“Settlement Lien”
means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt, the grant of a Lien
in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft
and automated clearing house exposure, and similar Liens).


 


“Settlement Payment”
means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other
property to effect a Settlement.


 


“Settlement Receivable”
means any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the
benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person.


 


“Shareholders Agreement”
means the shareholders agreement dated as of August 4, 2021 between Ardagh Group S.A. and the Company.


 


“Significant Subsidiary”
means any Restricted Subsidiary or group of Restricted Subsidiaries (each of which is subject to the same event or determination for
which the determination of a group of Restricted Subsidiaries is required) 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 Issue Date, tested by reference to the most recent annual consolidated financial statements of the Company.


 






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“Similar Business”
means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates on the Issue
Date, (b) any business that, in the good faith business judgment of the Company, constitutes a reasonable diversification of business
conducted by the Company and its Subsidiaries and (c) any businesses, services and activities engaged in by the Company or any of its
Subsidiaries or any Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions
or developments of any thereof.


 


“Standard Securitization
Undertakings” means representations, warranties, covenants, guarantees and indemnities entered into by the Company or any Subsidiary
of the Company which the Company has determined in good faith to be customary in a Securitization Facility, including those relating
to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking or, in the case of a Receivables Facility, a non-credit related recourse accounts
receivable factoring arrangement.


 


“Stated Maturity”
means, with respect to any Indebtedness, the date specified in the instrument governing such Indebtedness as the fixed date on which
the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not
include any Contingent Obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment
thereof.


 


“Subordinated Indebtedness”
means, with respect to any Person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinated in right of payment to the Notes or the Notes Guarantees pursuant to a written agreement.


 


“Subordinated Shareholder
Funding” means, collectively, any funds provided to the Company by any Parent Entity, any Affiliate of any Parent Entity or
any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital
Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and
any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding;
provided, however, that such Subordinated Shareholder Funding:


 


(1)       does
not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the date that
is six months after the Stated Maturity of the Notes (other than through conversion or exchange of such funding into Capital Stock (other
than Disqualified Stock) of the Company or any funding meeting the requirements of this definition) or the making of any such payment
prior to the date that is six months after the Stated Maturity of the Notes is restricted by the Intercreditor Agreement, an Additional
Intercreditor Agreement or another intercreditor agreement;


 


(2)       does
not require, prior to the date that is six months after the Stated Maturity of the Notes, payment of cash interest, cash withholding
amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the date that is six months after
the Stated Maturity of the Notes is restricted by the Intercreditor Agreement or an Additional Intercreditor Agreement;


 


(3)       contains
no change of control, asset sale or similar provisions and does not accelerate and has no right to declare a default or event of default
or take any enforcement action or otherwise require any cash payment, in each case, prior to the date that is six months after the Stated
Maturity of the Notes or the payment of any amount as a result of any such action or provision or the exercise of any rights or enforcement
action, in each case, prior to the date that is six months after the Stated Maturity of the Notes is restricted by the Intercreditor
Agreement or an Additional Intercreditor Agreement;


 


(4)       does
not provide for or require any security interest or encumbrance over any asset of the Company or any of its Subsidiaries;


 


(5)       pursuant
to the terms of the Intercreditor Agreement an Additional Intercreditor Agreement or another intercreditor agreement, is fully subordinated
and junior in right of payment to the Notes and any Notes Guarantee pursuant to subordination, payment blockage and enforcement limitation
terms which are


 






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customary in all material respects
for similar funding or are no less favorable in any material respect to Holders than those contained in the Intercreditor Agreement as
in effect on the Issue Date;


 


(6)       is
not Guaranteed by any Subsidiary of the Company;


 


(7)       contains
restrictions on transfer to a Person who is not a Parent Entity, any Affiliate of any Parent Entity, any holder of Capital Stock of a
Parent Entity or any Affiliate of a Parent Entity or any Permitted Holder or any Affiliate thereof; provided that any transfer
of Subordinated Shareholder Funding to any of the foregoing Persons shall not be deemed to be materially adverse to the interests of
the Holders; and


 


(8)       does
not (including upon the happening of any event) restrict the payment of amounts due in respect of the Notes or any Notes Guarantee or
compliance by the Issuers or any Guarantor with its obligations under the Notes, any Notes Guarantee or this Indenture.


 


“Subsidiary”
means, with respect to any Person:


 


(1)       any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar 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 of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or


 


(2)       any
partnership, joint venture, limited liability company or similar entity of which:


 


(a)       more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and


 


(b)       such
Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Subsidiary Guarantors”
means any Restricted Subsidiary that Guarantees the Notes (including the Lux HoldCo) until such Notes Guarantee is released in accordance
with the terms of this Indenture.


 


“Taxes”
means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature
(including interest and penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.


 


“Temporary Cash
Investments” means any of the following:


 


(1)       any
Investment in:


 


(a)       direct
obligations of, or obligations Guaranteed by, (i) the United States of America or Canada, (ii) any European Union member state, (iii)
the United Kingdom, (iv) Australia, Japan, Norway or Switzerland, (v) any country in whose currency funds are being held specifically
pending application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country with
such funds or (vi) any agency or instrumentality of any such country or member state; or


 


(b)       direct
obligations of any country recognized by the United States of America rated at least “A” by S&P or “A-1”
by Moody’s (or, in either case, the equivalent of such rating by such


 






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organization or, if no rating of S&P
or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);


 


(2)       overnight
bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits
(or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued
by:


 


(a)       any
lender under the ABL Facility;


 


(b)       any
institution authorized to operate as a bank in any of the countries or member states referred to in subclause (1)(a) above; or (c) any
bank or trust company organized under the laws of any such country or member state or any political subdivision thereof, in each case,
having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long-term debt
is rated at least “A” by S&P or “A-2” by Moody’s (or, in either case, the equivalent of such rating
by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized
Statistical Rating Organization) at the time such Investment is made;


 


(3)       repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or (2) above entered
into with a Person meeting the qualifications described in clause (2) above;


 


(4)       Investments
in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than the Company or any
of the Restricted Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher)
according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by
such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized
Statistical Rating Organization);


 


(5)       Investments
in securities maturing not more than one year after the date of acquisition issued or fully Guaranteed by any state, commonwealth or
territory of the United States of America, Australia, Canada, Japan or Norway. Switzerland, the United Kingdom or any European Union
member state or by any political subdivision or taxing authority of any such state, commonwealth, territory, country or member state,
and rated at least “BBB−” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any Nationally
Recognized Statistical Rating Organization);


 


(6)       bills
of exchange issued in the United States of America, Australia, Canada, a member state of the European Union, the United Kingdom, Switzerland,
Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(7)       any
money market deposit accounts issued or offered by a commercial bank organized under the laws of a country that is a member of the Organization
for Economic Co-operation and Development, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency
equivalent thereof) or whose long term debt is rated at least “A” by S&P or “A2” by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any Nationally Recognized Statistical Rating Organization) at the time such Investment is made;


 


(8)       Investment
funds investing 90% of their assets in securities of the type described in clauses (1) through (7) above (which funds may also hold reasonable
amounts of cash pending investment or distribution); and


 


(9)       investments
in money market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the U.S. Investment
Company Act of 1940, as amended.


 






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“Transaction Expenses”
means any fees or expenses Incurred or paid by the Company or any Restricted Subsidiary in connection with the AMP Transfer Transactions,
including any fees, costs and expenses associated with settling any claims or action arising from a dissenting stockholder exercising
its appraisal rights.


 


“Transactions”
means, collectively, the offering of the Notes and consummation of the subscription for the Preferred Shares and the initial use of proceeds
of each thereof.


 


“Treasury Rate”
means, as selected by the Company, the greater of (x) the yield to maturity as of the date of the relevant redemption notice of
the most recently issued United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (or is obtainable from the Federal Reserve System’s Data Download Program as of the date of such
H.15) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the date of such redemption notice,
to June 15, 2024; provided, however, that if the period from such date to June 15, 2024 is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used and (y) zero.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended.


 


“Trustee”
means Citibank, N.A., London Branch until a successor replaces it in accordance with the applicable provisions of this Indenture.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that at any
time, if by reason of mandatory provisions of law, any or all of the perfection or priority of a collateral agent’s security interest
in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State
of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.


 


“Unrestricted Subsidiary”
means:


 


(1)       any
Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Company in the manner
provided below); and


 


(2)       any
Subsidiary of an Unrestricted Subsidiary.


 


The Company may designate
any Subsidiary of the Company other than the Issuers (including any newly acquired or newly formed Subsidiary or a Person becoming a
Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary
only if:


 


(1)       such
Subsidiary or any of its Subsidiaries does not own any Capital Stock of the Company or any other Subsidiary of the Company which is not
a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and


 


(2)       such
designation and the Investment, if any, of the Company in such Subsidiary complies with Section 4.04.


 


“U.S. Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be, amended, from
time to time.


 


“U.S. Dollars”
means the lawful currency of the United States of America.


 


“U.S. Government
Obligations” means securities that are: (1) direct obligations of the United States of America for the timely payment
of which its full faith and credit is pledged, or (2) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America the timely payment of


 






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


 


“Voting Stock”
of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any
date, the quotient obtained by dividing:


 


(1)       the
sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount
of such payment; by


 


(2)       the
sum of all such payments.


 


“Wholly Owned Subsidiary”
means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares or shares required by
any applicable law or regulation to be held by a Person other than the Company or another Wholly Owned Subsidiary) is owned by the Company
or another Wholly Owned Subsidiary.


 


“Write-down and
Conversion Powers” means any write-down, conversion, transfer, modification or suspension power existing from time to time
under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in Germany, relating to the transposition
of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms as amended
from time to time, including but not limited to the German Recovery and Resolution Act (Sanerungs-und Abwicklungsgesetz) as amended
from time to time, and the instruments, rules and standards created thereunder, pursuant to which:


 


(a)       any
obligation of Citibank Europe plc (or other affiliate of such entity) can be reduced, cancelled, modified or converted into shares, other
securities or other obligations of such entity or any other person (or suspended for a temporary period); and


 


(b)       any
right in a contract governing an obligation of Citibank Europe plc may be deemed to have been exercised.


 


Section 1.02              
Other Definitions.


 


	Term	 	Defined in Section
	 	 	 
	“Additional Amounts”	 	4.15(a)
	“Additional Intercreditor Agreement”	 	9.06(a)
	“Additional Notes”	 	2.16
	“Affiliate Transaction”	 	4.08(a)
	“Annual Financial Statements”	 	4.02(a)(1)
	“Applicable Law”	 	2.15(i)
	“Asset Disposition Offer”	 	4.07(c)
	“Authenticating Agent”	 	2.02
	“Authentication Order”	 	2.02
	“Authorized Agent”	 	13.06
	“Book-Entry Interests”	 	2.06(a)
	“Change in Tax Law”	 	6(a)(2) of the Note






 






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	Term	 	Defined in Section
	 	 	 
	“Change of Control Offer”	 	4.11(a)
	“Company”	 	Preamble
	“Covenant Defeasance”	 	8.03
	“cross acceleration provision”	 	6.01(a)(4)(B)
	“Event of Default”	 	6.01(a)
	“Excess Proceeds”	 	4.07(c)
	“Indenture”	 	Preamble
	“Initial Agreement”	 	4.05(b)(15)
	“Initial Default”	 	6.03(d)
	“Initial Lien”	 	4.09(a)
	“Interest Payment Date”	 	1 of the Note
	“IPO Entity”	 	1.01
	“Issuers”	 	Preamble
	“Irish Issuer”	 	Preamble
	“judgment default provision”	 	6.01(a)(6)
	“Legal Defeasance”	 	8.02
	“Other Currency”	 	13.14(a)
	“payment default”	 	6.01(a)(4)(A)
	“Payor”	 	4.15(a)
	“Permitted Payments”	 	4.04(b)
	“primary obligations”	 	1.01
	“primary obligor”	 	1.01
	“Quarterly Financial Statements”	 	4.02(a)(2)
	“Registrar”	 	2.03
	“Regulated Market”	 	4.02(h)
	“Regulation S Global Notes” 	 	2.01(b)
	“Relevant Taxing Jurisdiction”	 	4.15(a)(2)
	“Required Currency”	 	13.14(a)
	“Reserved Indebtedness Amount”	 	4.06
	“Rule 144A Global Notes” 	 	2.01(b)
	“Restricted  Payment”	 	4.04(a)
	“Suspension Period”	 	4.16(b)
	“Tax Redemption Date”	 	6(a) of the Note
	“Transfer Agent”	 	2.03
	“US Issuer” 	 	Preamble



 


Section 1.03              
Rules of Construction.


 


(a)                
Unless the context otherwise requires:


 


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


 


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


 


(3)               
“or” is not exclusive;


 


(4)               
“including” means including without limitation;


 


(5)               
words in the singular include the plural, and in the plural include the singular;


 


(6)               
“will” shall be interpreted to express a command;


 






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(7)               
 provisions apply to successive events and transactions;


 


(8)               
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; and


 


(9)               
references to the “Notes” are to the Initial Notes and any Additional Notes that are actually issued.


 


Section 1.04              
Financial Calculations.


 


In the event that the Company
or a Restricted Subsidiary (w) Incurs Indebtedness to finance an acquisition (including an acquisition of assets) or other transaction
or (x) assumes Indebtedness of Persons that are, or secured by assets that are, acquired by the Company or any Restricted Subsidiary
or merged into, amalgamated or consolidated with, the Company or a Restricted Subsidiary in accordance with the terms of this Indenture
or (y) commits to an acquisition or transaction pursuant to which it may Incur Acquired Indebtedness or (z) is subject to a
Change of Control, the date of determination of LTM EBITDA, the Fixed Charge Coverage Ratio, the Consolidated Senior Secured Net Leverage
Ratio or the Consolidated Total Net Leverage Ratio, as applicable, shall, at the option of the Company, be (a) the date that a definitive
agreement, put option or similar arrangement for such acquisition, transaction, merger, amalgamation, consolidation or Change of Control
is entered into and the LTM EBITDA, Fixed Charge Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated
Total Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such acquisition, Change of Control and
the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof)
consistent with the definitions of “LTM EBITDA”, “Fixed Charge Coverage Ratio” and “pro
forma”, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations
in such ratio (including due to fluctuations in the Consolidated EBITDA of the Company or the target company) at or prior to the consummation
of the relevant acquisition or Change of Control, such ratios will not be deemed to have been exceeded as a result of such fluctuations
solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios
shall not be tested at the time of consummation of such acquisition, transaction, merger, amalgamation or consolidation; provided
that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, put option or similar
arrangement, (i) any such transaction shall be deemed to have occurred on the date the definitive agreement, put option or similar
arrangement is entered into and to be outstanding thereafter for purposes of calculating any ratios under this Indenture after the date
of such agreement and before the earlier of the date of consummation of such acquisition or the date such agreement is terminated or
expires without consummation of such acquisition and (ii) to the extent any covenant baskets were utilized in satisfying any covenants,
such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is
terminated or expires without consummation of such acquisition, but any calculation of LTM EBITDA or Consolidated EBITDA for purposes
of other Incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such acquisition) shall not reflect such
acquisition until it has been consummated unless such other Incurrence of Indebtedness or Liens is conditional or contingent on the occurrence
of such acquisition or Change of Control or (b) the date such Indebtedness is borrowed or assumed or such Change of Control occurs;


 


ARTICLE 2

THE NOTES


 


Section 2.01              
Form and Dating.


 


(a)                
General. The Notes and the Trustee’s (or the Authenticating Agent’s) certificate of authentication shall be
substantially in the form of Exhibit A hereto with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or
usage. The Issuers shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note will be dated the date
of its authentication. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this
Indenture and the parties hereto, by their execution and delivery of this 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 this Indenture, the provisions
of this Indenture shall govern and be controlling.


 






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(b)               
 Global Notes. The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one
or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto,
except as otherwise permitted herein (the “Rule 144A Global Notes”), which shall be deposited on behalf of the purchasers
of the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers
and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount
of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the
Rule 144A Global Notes and recorded in the security register, as hereinafter provided.


 


The Notes offered and sold
offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form
of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation
S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian for
DTC, and registered in the name of Cede & Co., duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance
with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be
increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Notes and recorded in the security
register, as hereinafter provided.


 


(c)                
Definitive Registered Notes. Definitive Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive
Registered Note, or in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Indenture.


 


Notes issued in definitive
registered form will be, as applicable, substantially in the form of Exhibit A hereto (excluding the Global Note Legend thereon and the
 “Schedule of Exchanges of Interests in the Global Note” in the form of the Schedule attached thereto), except as provided
for in Article 9.


 


(d)               
Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are
held by Participants through DTC.


 


(e)                
Denomination. The Notes shall be issued only in registered form without coupons and only in minimum denominations of $200,000
in principal amount and any integral multiples of $1,000 in excess thereof.


 


Section 2.02              
Execution and Authentication.


 


At least one Officer of each
of the Issuers must sign the Notes for such Issuer by manual or facsimile signature.


 


If an Officer of any Issuer
whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.


 


A Note shall not be valid
until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee or an Authenticating Agent. The signature
shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Note shall
have been authenticated and delivered hereunder but never issued and sold by the Issuers, the Issuers shall deliver such Note to the
Trustee for cancellation as provided for in Section 2.11.


 


Pursuant hereto, the Trustee
or the Authenticating Agent will, upon receipt of a written order of the Issuers signed by at least one Officer of each Issuer and delivered
to the Trustee or the Authenticating Agent (an “Authentication Order”), authenticate, or cause the relevant Authenticating
Agent to authenticate, (i) the Notes in the form of Global Notes; or (ii) the Definitive Registered Notes from time to time issued in
exchange for a like aggregate amount of Global Notes or Definitive Registered Notes that may be validly issued under this Indenture,
including, in each case, any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate
principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in
Section 2.07.


 









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The Trustee may appoint one
or more authenticating agents (each, an “Authenticating Agent”) acceptable to the Issuers to authenticate the Notes.
An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or Affiliates
of the Issuers.


 


Section 2.03              
Registrar and Paying Agent.


 


The Issuers shall maintain
one or more Paying Agents for the Notes. The Issuers hereby appoint Citibank, N.A., London Branch as the initial Paying Agent (the “Principal
Paying Agent”).


 


The Issuers shall also maintain
one or more registrars (each, a “Registrar”) and one or more transfer agents (each, the “Transfer Agent”).
The Issuers hereby appoint Citibank Europe plc as the initial Registrar and Citibank, N.A., London Branch as the initial Transfer Agent.
The Registrar and Transfer Agent will maintain a register reflecting ownership of Definitive Registered Notes outstanding from time to
time, if any, and together with the Transfer Agent, will facilitate transfers of Definitive Registered Notes on behalf of the Issuers.
Each such Agent hereby accepts such appointment; provided that the liability of each Agent hereunder shall be several.


 


The Issuers may change any
Paying Agent, Registrar or Transfer Agent for the Notes without prior notice to the Holders of the Notes. The Issuers or any of their
Subsidiaries may act as Paying Agent or Registrar in respect of the Notes. For so long as the Notes are listed on the Official List of
the Exchange and admitted for trading on the Exchange and the rules of the Exchange so require, the Issuers will notify the Exchange
of any change of Principal Paying Agent, Registrar or Transfer Agent.


 


Section 2.04              
Paying Agent to Hold Money.


 


The Issuers will require
each Paying Agent (other than the Trustee or an Affiliate of the Trustee) not a party to this Indenture to agree in writing that such
Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of,
premium or Additional Amounts, if any, or interest on, the Notes, and will notify the Trustee in writing of any Default by the Issuers
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 Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed
by the Paying Agent. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or one of their Subsidiaries) will
have no further liability for the money. If the Issuers or one of their Subsidiaries 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 insolvency, bankruptcy or reorganization
proceedings relating to any Issuer or such Subsidiary (including, without limitation, its bankruptcy, voluntary or judicial liquidation,
composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization
or similar laws affecting the rights of creditors generally), the Paying Agent will serve as an agent of the Trustee. The Issuers shall,
before 10:00 a.m. London time on the day on which the appropriate Paying Agent is to receive payment, procure that the bank effecting
payment for it confirms by fax or tested SWIFT MT100 message to the appropriate Paying Agent the payment instructions relating to such
payment. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments
or disbursements to be made by such Paying Agent and Trustee (i) for which payment instructions are not made or that are not otherwise
deposited by the respective times set forth in this Section 2.04; and (ii) until they have confirmed receipt of funds sufficient to make
the relevant payment.


 


Section 2.05              
Holder Lists.


 


The Registrar(s) 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. Following
the exchange of beneficial interests in Global Notes for Definitive Registered Notes, the Issuers will furnish to the Trustee and each
Paying Agent at least two Business Days before each interest payment date and at such other times as the Trustee or the Paying Agent
may reasonably request in writing, the names and addresses of Holders of such Definitive Registered Notes. In case of inconsistency between
the register of Notes kept by the Registrar and the one kept by the Issuers at its registered office, the register kept by the Registrar
shall prevail.


 






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Section 2.06              
Transfer and Exchange.


 


(a)                
Transfer and Exchange of Global Notes. Ownership of interests in the Global Notes (“Book-Entry Interests”)
will be limited to Persons that have accounts with DTC, or Persons that may hold interests through such participants. Ownership of interests
in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements set
forth herein. In addition, transfers of Book-Entry Interests between Participants will be effected by DTC, in each case pursuant to the
Applicable Procedures.


 


Owners of the Book-Entry
Interests will receive Definitive Registered Notes only in the following circumstances:


 


(1)               
if DTC notifies the Issuers that it is unwilling or unable to continue to act as depositary or has ceased to be a clearing agency
required under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuers within 120 days; or


 


(2)               
if any Holder of a Book-Entry Interest requests such exchange in writing delivered through DTC following an Event of Default under
this Indenture.


 


Upon the occurrence of either
of the preceding events in clauses (1) or (2) above, the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered
Notes in such names as DTC shall instruct the Registrar or Transfer Agent, and such Definitive Registered Notes will bear the Private
Placement Legend to the extent required under Section 2.06(f)(1) hereof, unless that legend is not required thereby or by applicable
law.


 


Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any
portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall
be, a Global Note.


 


(b)               
General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes. The transfer and exchange
of Book-Entry Interests shall be effected through DTC in accordance with the provisions of this Indenture and the Applicable Procedures.


 


In connection with all transfers
and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery
thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (copied to the Trustee and the relevant Registrar)
must receive: (i) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures
directing DTC to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged;
(ii) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing
DTC to credit or cause to be credited a Book-Entry Interest in another Global Note of the same series in an amount equal to the Book-Entry
Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited or debited with such increase or decrease, if applicable.


 


In connection with a transfer
or exchange of a Book-Entry Interest for a Definitive Registered Note, the Transfer Agent (copied to the Trustee and the relevant Registrar)
must receive: (i) a written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures
directing DTC to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged;
(ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Registered Note in an amount equal
to the Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose
name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to above.


 






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In connection with any transfer
or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the
Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to such Transfer
Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer
or exchange of a Definitive Registered Note for a Book-Entry Interest, the Transfer Agent (copied to the Trustee and the relevant Registrar)
must receive a written order directing DTC to credit the account of the transferee in an amount equal to the Book-Entry Interest to be
transferred or exchanged.


 


Upon satisfaction of all
of the requirements for transfer or exchange of Book-Entry Interests in Global Notes of the same series contained in this Indenture,
the Transfer Agent (copied to the Trustee and the relevant Registrar), as specified in this Section 2.06, shall endorse the relevant
Global Note(s) of the same series with any increase or decrease and instruct DTC to reflect such increase or decrease in its systems.


 


Notwithstanding the foregoing,
the Registrar and the Transfer Agent are not required to register the transfer or exchange of any Definitive Registered Notes:


 


(1)               
for a period of 15 days prior to any date fixed for the redemption of the applicable series of Notes;


 


(2)               
for a period of 15 days immediately prior to the date fixed for selection of the applicable series of Notes to be redeemed in
part;


 


(3)               
for a period of 15 days prior to the record date with respect to any interest payment date; or


 


(4)               
which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer of an Asset Disposition
Offer.


 


Transfers of Book-Entry Interests
shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the U.S. Securities Act.
Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2)
below, as applicable, as well as clause (b)(3) below, if applicable:


 


(1)       Transfer
of Book-Entry Interests in the Same Global Note. Book-Entry Interests in a Global Note may be transferred to Persons who take delivery
thereof in the form of a Book-Entry Interest in a Rule 144A Global Note in accordance with the transfer restrictions set forth in the
Private Placement Legend. No written orders or instructions shall be required to be delivered to the Trustee to effect transfers of Book-Entry
Interests in a Global Note for Book-Entry Interest in the same Global Note.


 


(2)       All
Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A Holder may transfer or exchange a Book-Entry Interest in
Global Notes of the same series in a transaction not subject to Section 2.06(b)(1) above only if the Transfer Agent (copied to the Trustee
and the relevant Registrar) receives either:


 


(A)       both:


 


(i)       a
written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing DTC to
credit or cause to be credited a Book-Entry Interest in another Global Note of the same series in an amount equal to the Book-Entry Interest
to be transferred or exchanged; and


 


(ii)      instructions
given by DTC in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited
with such increase; or


 






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(B)       both:


 


(i)       a
written order from a Participant or an Indirect Participant given to DTC in accordance with the Applicable Procedures directing DTC to
cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and


 


(ii)      instructions
given by DTC to the relevant Registrar containing information specifying the identity of the Person in whose name such Definitive Registered
Note shall be registered to effect the transfer or exchange, the principal amount of such securities and the CUSIP or ISIN, as applicable,
or other similar number identifying the Notes,


 


provided that any such transfer
or exchange of Book-Entry Interests in a Global Note of the same series to Persons who take delivery thereof in the form of a Book-Entry
Interest in a Rule 144A Global Note shall be made in accordance with the transfer restrictions set forth in the Private Placement Legend.


 


(3)       Transfer
of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note of the same series may be transferred to
a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note of the same series if the transfer complies
with the requirements of Section 2.06(b)(2) above and the relevant Registrar, Transfer Agent or Trustee receives the following:


 


(A)       if
the transferee will take delivery in the form of a Book-Entry Interest in a Rule 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)       if
the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 


For the avoidance of doubt, it is understood
that the transfer and exchange of Book-Entry Interests shall be applicable only to Notes of the same series.


 


(c)                
Transfer or Exchange of Beneficial Interests for Definitive Registered Notes. If any holder of a Book-Entry Interest in
a Global Note proposes to exchange such Book-Entry Interest for a Definitive Registered Note of the same series or to transfer such Book-Entry
Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note of the same series, then, upon receipt by
the Trustee, the Transfer Agent and the relevant Registrar of the following documentation:


 


in the case of a transfer by a holder
of a Book-Entry Interest in a Regulation S Global Note of the same series, the transfer complies with Section 2.06(b) above;


 


in the case of a transfer by a holder
of a Book-Entry Interest in a Rule 144A Global Note of the same series to a QIB in reliance on Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


in the case of a transfer by a holder
of a Book-Entry Interest in a Rule 144A Global Note of the same series in reliance on Regulation S, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (2) thereof;


 


in the case of a transfer by a holder
of a Book-Entry Interest in a Rule 144A Global Note of the same series in reliance on Rule 144, the Trustee shall have received a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof; or


 






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in the case of an exchange by a holder
of a Book-Entry Interest for its own account without transfer, a certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1) thereof;


 


the Principal Paying Agent and/or the
Registrar shall cause the aggregate principal amount of the applicable Global Note of the same series to be reduced accordingly pursuant
to Section 2.06(g) below, and the Issuers shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to
the Person designated in the instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered
Note issued in exchange for a Book-Entry Interest in a Global Note of the same series pursuant to this Section 2.06(c) shall be registered
in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the
relevant Registrar through instructions from DTC and the Participant or Indirect Participant. The relevant Registrar or Paying Agent
shall deliver such Definitive Registered Notes to the Persons in whose names such Notes are so registered. Any Definitive Registered
Note issued in exchange for a Book-Entry Interest in a Rule 144A Global Note of the same series pursuant to Section 2.06(c)(B) shall
bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. For the avoidance of doubt,
it is understood that the exchange of a Book-Entry Interest in a Global to such Book-Entry Interest for a Definitive Registered Note
or a transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note shall be applicable
only to Notes of the same series.


 


(d)               
Transfer and Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive
Registered Note proposes to exchange such Note for a Book-Entry Interest in a Global Note of the same series or to transfer such Definitive
Registered Notes to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note of the same series, then,
upon receipt by the Trustee, the Transfer Agent and the relevant Registrar of the following documentation:


 


if the Holder of such Definitive Registered
Note proposes to exchange such Note for a Book-Entry Interest in a Global Note of the same series for its own account without transfer,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2) thereof;


 


if such Definitive Registered Note
is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


if such Definitive Registered Note
is being transferred in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (2) thereof, as applicable; and


 


the Transfer Agent or the relevant Registrar
will cancel the Definitive Registered Note, and the Transfer Agent or the relevant Registrar will increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the Global Note of the same series, in the case of clause (B) above,
the applicable Rule 144A Global Note of the same series, and in the case of clause (C) above, the applicable Regulation S Global Note
of the same series. For the avoidance of doubt, it is understood that a Holder of a Definitive Registered Note proposing to exchange
such Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Registered Notes to a Person who takes delivery thereof
in the form of a Book-Entry Interest in a Global Note shall be applicable only to Notes of the same series.


 


(e)                
Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes. Upon request by a Holder of Definitive
Registered Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the relevant Registrar
will register the transfer or exchange of Definitive Registered Notes, which registration the Issuers will be informed of by such Transfer
Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present
or surrender to the Transfer Agent or the relevant Registrar the Definitive Registered Notes duly endorsed and accompanied by a written
instruction of transfer in a form satisfactory to such Transfer Agent or such Registrar duly executed by such Holder or its attorney,
duly authorized to execute the same in writing. In the event that the Holder of such Definitive Registered Notes does not transfer the
entire principal amount of Notes represented by any such Definitive Registered Note, the Transfer Agent or the relevant Registrar will
cancel or cause to be cancelled such Definitive Registered Note and the Issuers (who have been informed of such cancellation) shall execute
and the Trustee or the Authenticating


 






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Agent shall authenticate and deliver to the requesting
Holder and any transferee Definitive Registered Notes in the appropriate principal amounts. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e).


 


Any Definitive Registered
Note of the same series may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive
Registered Note if the relevant Registrar receives the following:


 


if the transfer will be made pursuant
to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1)
thereof; and


 


if the transfer will be made in reliance
on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof.


 


For the avoidance of doubt,
it is understood that a transfer and exchange of Definitive Registered Notes for Definitive Registered Notes shall be applicable only
to Notes of the same series.


 


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


 


(1)               
Private Placement Legend. Each Global Note and each Definitive Registered Note (and all Notes issued in exchange therefor
or in substitution thereof) shall bear a legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A US
PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT AND OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.


 


THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S.
SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION
S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN
THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY
AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS
AFTER THE LATER OF THE DATE WHEN THE SECURITIES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S AND
THE DATE OF THE COMPLETION OF THE DISTRIBUTION] ONLY (A) TO AN ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,


 






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TO A PERSON IT REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION
OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUERS’ AND THE
TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT
A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.


 


(2)               
ERISA Legend for the Notes. Each Global Note will bear a legend in substantially the following form:


 


BY ITS PURCHASE AND
HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN), THE PURCHASER OR HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (A) IT IS NOT
AND FOR SO LONG AS IT HOLDS THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT BE (I) AN ‘‘EMPLOYEE BENEFIT PLAN’’ AS
DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (‘‘ERISA’’),
THAT IS SUBJECT TO TITLE I OF ERISA, (II) A ‘‘PLAN’’ AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’), (III) AN ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS ARE DEEMED
TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR OTHER PLAN SUBJECT TO SECTION 4975 OF THE CODE OR (IV) A
NON-U.S., GOVERNMENTAL, CHURCH OR OTHER BENEFIT PLAN WHICH IS SUBJECT TO ANY NON-U.S. OR U.S. FEDERAL, STATE, OR LOCAL LAW THAT IS SIMILAR
TO THE PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (‘‘SIMILAR LAW’’) (EACH
OF (I), (II), (III) AND (IV), A ‘‘PLAN’’), (B) NO ASSETS OF A PLAN HAVE BEEN USED BY IT TO ACQUIRE THIS NOTE
(OR ANY INTEREST HEREIN) OR (C) ITS PURCHASE AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH AN EXEMPTION IS NOT AVAILABLE OR VIOLATION OF ANY SIMILAR LAW, AND NONE
OF THE ISSUERS, THE INITIAL PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES IS ITS FIDUCIARY IN CONNECTION WITH THE PURCHASE AND HOLDING
OF THIS NOTE.


 


(3)               
Global Note Legend for the Notes. Each Global Note will bear a legend in substantially the following form:


 


THIS GLOBAL NOTE IS
HELD BY THE CUSTODIAN FOR THE DEPOSITORY TRUST COMPANY IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES


 






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EXCEPT THAT (1) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE.


 


(g)               
Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note of
the same series have been exchanged for Definitive Registered Notes or a particular Global Note of the same series 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 Book-Entry Interest in a Global Note of the same
series is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global
Note of the same series or for Definitive Registered 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 relevant Paying Agent or Registrar, at the direction of the Trustee
to reflect such reduction; and if the Book-Entry Interest is being exchanged for or transferred to a Person who will take delivery thereof
in the form of a Book-Entry Interest in another Global Note of the same series, such other Global Note will be increased accordingly
and an endorsement will be made on such Global Note by the relevant Registrar or Paying Agent, at the direction of the Trustee to reflect
such increase.


 


(h)               
General Provisions Relating to Transfers and Exchanges.


 


To permit registrations of transfers and exchanges,
the Issuers will execute and the Trustee or an Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon
receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.


 


No service charge will be made by the Issuers
or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note or a Holder of a Definitive Registered
Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any stamp duty, stamp
duty reserve, documentary or other similar tax or governmental charge that may be imposed 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, 4.07 and 4.11 hereof).


 


No Transfer Agent or Registrar will be required
to register the transfer or exchange of any definitive registered Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.


 


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


 


The Trustee, any Agent and the Issuers 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 Issuers shall be affected
by notice to the contrary.


 


All certifications, certificates and Opinions
of Counsel required to be submitted to the Issuers, the Trustee or the Registrar pursuant to this Section 2.06 to effect a registration
of transfer or exchange may be submitted initially by facsimile with originals to be delivered as soon as practicable thereafter to the
Trustee.


 


Section 2.07              
Replacement Notes.


 


If Definitive Registered
Notes are issued and a holder thereof claims that such a Definitive Registered Note has been lost, destroyed or wrongfully taken, or
if such Definitive Registered Note is mutilated and is surrendered to a Registrar or at the office of a Paying Agent, the Issuers will
issue and the Trustee or an Authenticating Agent will authenticate a replacement Definitive Registered Note if the Trustee’s and
the Issuers’ requirements are met. The Issuers or the Trustee may require a holder requesting replacement of a Definitive Registered
Note to furnish an


 






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indemnity bond sufficient in the judgment of
both to protect themselves, the Trustee or the Principal Paying Agent appointed pursuant to this Indenture from any loss which any of
them may suffer if a Definitive Registered Note is replaced. The Issuers and the Trustee may charge for any expenses incurred by it in
replacing a Definitive Registered Note.


 


In case any such mutilated,
destroyed, lost or stolen Definitive Registered Note has become or is about to become due and payable, or is about to be redeemed or
purchased by the Issuers pursuant to the provisions of this Indenture, the Issuers, in their discretion, may, instead of issuing a new
Definitive Registered Note, pay, redeem or purchase such Definitive Registered Note, as the case may be.


 


Section 2.08              
Outstanding Notes.


 


The Notes outstanding at
any time are all the Notes authenticated by the Trustee, or the Authenticating Agent, except for those canceled by it or the relevant
Registrar or Paying Agent, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the
Paying Agent or the relevant Registrar in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.
Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of an Issuer
holds the Note; provided, however that the Notes held by the Issuers or a Subsidiary of an Issuer shall not be deemed to
be outstanding for purposes of Section 2.09 hereof and paragraph 5(c) of the Notes.


 


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


 


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


 


If a Paying Agent (other
than the Issuers, a Subsidiary or an Affiliate of an Issuer) holds, on a redemption date or maturity date, money sufficient to pay Notes
payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture, 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              
Acts by Holders.


 


In determining whether the
Holders of the required aggregate principal amount of the Notes have concurred in any direction, waiver or consent, any Notes owned by
an Issuer or by any Person directly or indirectly controlled, or controlled by, or under direct or indirect common control with, an Issuer
will be disregarded and deemed not to be outstanding.


 


Section 2.10              
Temporary Notes.


 


Until certificates representing
Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate, or
cause an Authenticating Agent to authenticate, temporary Notes. Temporary Notes will be substantially in the form of Definitive Registered
Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee.
Without unreasonable delay, the Issuers will prepare and the Trustee or the Authenticating Agent will authenticate Definitive Registered
Notes in exchange for temporary Notes.


 


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


 


Section 2.11              
Cancellation.


 


The Issuers at any time may
deliver Notes to the Trustee for cancellation. Each Registrar, Paying Agent and Transfer Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the relevant
Registrar or Paying Agent (other than the Issuers or a Subsidiary of an Issuer) and no one else will cancel all Notes surrendered for
registration of transfer, exchange,


 






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payment, replacement or cancellation and will
destroy such canceled Notes. Certification of the destruction of all canceled Notes will be delivered to the Issuers, on request. The
Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.


 


Section 2.12              
Defaulted Interest.


 


If the Issuers default in
a payment of interest on the Notes, they 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 Issuers 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 Issuers will fix or cause to be fixed each such special record date and payment
date; provided that no such special record date may 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 Issuers (or, upon the written request of the Issuers, the Trustee in the
name and at the expense of the Issuers) 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. Notwithstanding the foregoing, if the Issuers pay the defaulted
interest prior to the date that is 30 days after the date of default in payment of interest, no special record date will be set and payment
will be made to the Holders as of the original record date.


 


Section 2.13              
ISIN and CUSIP Numbers.


 


The Issuers in issuing the
Notes may use an “ISIN” and “CUSIP” number and, if so, such ISIN and CUSIP number shall be included in notices
of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness or accuracy of the ISIN and CUSIP number printed in the notice or on the Notes, and that reliance may be
placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any
defect in or omission of such numbers.


 


The Issuers will promptly
notify the Trustee of any change in the ISIN or CUSIP number.


 


Section 2.14              
Deposit of Moneys.


 


No later than 10:00 a.m.
(London time) on the due date of the principal of, interest and premium (if any) on any Note and the Stated Maturity date of the Notes,
the Issuers shall deposit with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on
such day or date, as the case may be, in a timely manner which permits the Trustee or relevant Paying Agent to remit payment to the Holders
on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.14 by the designated Paying
Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. The Issuers shall promptly
notify the Trustee and each Paying Agent of their failure to so act.


 


Section 2.15              
Agents.


 


(a)                
Actions of Agents. The rights, powers, duties and obligations and actions of each Agent under this Indenture are several
and not joint or joint and several.


 


(b)               
Agents of Trustee. The Issuers and the Agents acknowledge and agree that in the event of a Default or Event of Default,
the Trustee may, by notice in writing to the Issuers and the Agents, require that the Agents act as agents of, and take instructions
exclusively from, the Trustee. Prior to receiving such written notice from the Trustee, the Agents shall be the agents of the Issuers
and need have no concern for the interests of the Holders.


 


(c)                
Funds held by Agents. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result,
such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s
Handbook of rules and guidance from time to time in relation to client money.


 






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(d)               
 Publication of Notices. Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of
the Issuers will be met upon delivery of the notice to DTC.


 


(e)                
Relationship with third parties. The Agents shall act solely as agents of the Issuers and shall have no fiduciary or other
obligation towards, or have any relationship of agency or trust, for or with any Persons other than the Issuers, except as expressly
stated elsewhere in this Indenture.


 


(f)                 
Instructions. An Agent shall be entitled to do nothing, without liability, if it receives conflicting, unclear or equivocal
instructions or if it is necessary in order to comply with any Applicable Law.


 


(g)               
Mechanical Nature. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform
those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied
or read into this Indenture against any of the Agents.


 


(h)               
No Payment. No Agent shall be required to make any payment under this Indenture unless and until it has received the full
amount to be paid in accordance with the terms of this Indenture. To the extent that an Agent has made a payment which it did not receive
the full amount, the Issuers will reimburse the Agent the full amount of any shortfall.


 


(i)                 
Mutual Undertaking Regarding Information Reporting and Collection Obligations. Each party to this Indenture shall, within
ten (10) Business Days of a written request by another party to this Indenture, supply to that other party such forms, documentation
and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other
party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes
aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect;
provided, however, that no party to this Indenture shall be required to provide any forms, documentation or other information
pursuant to this Section 2.15(i) to the extent that: (i) any such form, documentation or other information (or the information required
to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable
efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (1) Applicable Law; (2)
fiduciary duty; or (3) duty of confidentiality. For purposes of this Section 2.15, “Applicable Law” shall be deemed
to include (i) any rule or practice of any Relevant Authority by which any party is bound or with which it is accustomed to comply; (ii)
any agreement between any Relevant Authorities; and (iii) any agreement between any Relevant Authority and any party to this Indenture
that is customarily entered into by institutions of a similar nature.


 


(j)                 
Notice of Possible Withholding Under FATCA. The Issuers shall notify each Agent in the event that they determine that any
payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to
a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is
so treated, provided, however, that the Issuers’ obligation under this Section 2.15(j) shall apply only to the extent
that such payments are so treated by virtue of characteristics of the Issuers, such Notes, or both.


 


(k)               
Agent Right to Withhold. Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a
deduction or withholding from any payment which it makes under any Notes for or on account of any Taxes, if and only to the extent so
required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall
account to the Relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably
promptly after making such payment return to the Issuers the amount so deducted or withheld, in which case, the Issuers shall so account
to the Relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which shall be
deemed to be required by Applicable Law for the purposes of this Section 2.15(k).


 


(l)                 
Issuers Right to Redirect. In the event that the Issuers determine in their sole discretion that any deduction or withholding
for or on account of any Taxes will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes,
then the Issuers will be entitled to redirect or reorganize any such payment in any way that they see fit in order that the payment may
be made without such deduction or withholding; provided that any such redirected or reorganized payment is made through a recognized
institution of international


 






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standing and otherwise made in accordance with
this Indenture. The Issuers will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance
of doubt, FATCA Withholding is a deduction or withholding which shall be deemed to be required by Applicable Law for the purposes of
this Section 2.15(l).


 


Section 2.16              
Issuance of Additional Notes.


 


This Indenture is unlimited
in aggregate principal amount. The Issuers shall be entitled, subject to their compliance with Sections 2.02, 4.06 and 4.09, to issue
an unlimited principal amount of additional Notes (the “Additional Notes”); provided that if any of the Additional
Notes are not fungible for U.S. federal income tax purposes with the Notes, such Additional Notes will be issued with a separate ISIN
code and CUSIP from the respective Notes originally issued. The Initial Notes and any Additional Notes shall be treated as a single class
for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions, and offers to
purchase and all other matters, except as otherwise provided for in this Indenture. Unless the context otherwise requires, for all purposes
of this Indenture, references to the Notes include any Additional Notes actually issued. The Initial Notes and any Additional Notes shall
be deemed to form one class of securities and references to the “Notes” shall be deemed to refer to the Notes initially issued
on the Issue Date as well as any Additional Notes that are actually issued.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01              
Notices to Trustee.


 


If the Issuers elect to redeem
Notes pursuant to the optional redemption provisions of paragraph 5 or 6 of the Notes, the Issuers must furnish to the Trustee and the
Principal Paying Agent, at least 10 days but not more than 60 days before the redemption date, an Officer’s Certificate setting
forth (in each case, subject to Section 3.04):


 


(1)               
the clause of this Indenture pursuant to which the redemption shall occur;


 


(2)               
the redemption date and the record date;


 


(3)               
the principal amount of Notes to be redeemed;


 


(4)               
the redemption price; and


 


(5)               
the ISIN and CUSIP numbers.


 


Section 3.02              
Selection of Notes to Be Redeemed or Purchased.


 


(a)                
If fewer than all of the Notes are to be redeemed at any time DTC will credit their participants’ accounts on a pro rata
pass-through distribution of principal basis (with adjustments to prevent fractions) or on such other basis as they deem fair and
appropriate in accordance with the rules and procedures of DTC. No book-entry interest of less than $200,000 in principal amount
may be redeemed in part and only in multiples of $1,000. If the Notes are not held through DTC or DTC prescribe no method of selection,
the Notes will be selected, on a pro rata basis, subject to adjustments so that no Note in an unauthorized denomination remains
outstanding after such redemption. The Trustee, any Paying Agent and the Registrar shall not be liable for selections made under this
Section 3.02(a).


 


(b)               
Notices of purchase or redemption will be given to each Holder pursuant to Sections 3.03 and 14.01.


 


(c)                
In relation to Definitive Registered Notes, a new Definitive Registered Note in principal amount equal to the unpurchased or unredeemed
portion of any Definitive Registered Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation
of the original Definitive Registered Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease
the principal amount thereof to an amount equal to the unredeemed portion thereof. On or after any purchase or redemption date, unless
the Issuers


 






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default in the payment of the redemption price,
interest shall cease to accrue on Notes or portions thereof tendered for purchase or called for redemption.


 


Section 3.03              
Notice of Redemption.


 


(a)                
At least 10 days but not more than 60 days prior to the redemption date, the Issuers shall deliver electronically or mail or,
at the expense of the Issuers, cause to be mailed (by first class mail, postage prepaid) or otherwise transmit, any notice of redemption
in accordance with Section 13.01 and as provided below to each Holder of Notes to be redeemed at the address of such Holder appearing
in the security register or otherwise in accordance with the applicable procedures of DTC, except that redemption notices may be delivered
electronically or mailed or otherwise transmitted more than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or Article 12 hereof. Notices
may be given by delivery of the relevant notices to DTC for communication to entitled account holders in substitution for the aforesaid
mailing. If and for so long as any Notes are listed on the Official List of the Exchange and if and to the extent the rules of the Exchange
so require, the Issuers will notify the Exchange of any such notice to the Holders of the Notes and, in connection with any redemption,
the Issuers will notify the Exchange of any change in the principal amount of the Notes outstanding.


 


(b)               
The notice of redemption will identify the Notes to be redeemed and will state (in each case, subject to Section 3.04):


 


(1)               
the redemption date and the record date;


 


(2)               
the redemption price and the amount of accrued interest, if any, and if calculable at the time of the notice of redemption, the
Additional Amounts, if any, to be paid;


 


(3)               
the name and address of the Paying Agent(s) to which the Notes are to be surrendered for redemption;


 


(4)               
if applicable, that Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price,
plus accrued and unpaid interest, if any, and Additional Amounts, if any;


 


(5)               
that interest, and Additional Amounts, if any, on Notes called for redemption ceases to accrue on and after the redemption date;


 


(6)               
the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
and


 


(7)               
that no representation is made as to the correctness or accuracy of the ISIN and CUSIP numbers listed in such notice or printed
on the Notes.


 


(c)                
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the
principal amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof
upon cancellation of the original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the
principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice
(including any conditions contained therein), Notes called for redemption become due on the date fixed for redemption (as delayed from
time to time pursuant to such notice). On and after the redemption date, interest ceases to accrue on the Notes or portions of the Notes
called for redemption.


 


(d)               
At the Issuers’ request, the Principal Paying Agent shall give the notice of redemption in the Issuers’ names and
at the Issuers’ expense. In such event, the Issuers shall provide the Principal Paying Agent with an Officer’s Certificate
requesting that a notice of redemption be given together with a form of such notice at least three Business


 






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Days prior to the publication of the notice of
redemption (or such shorter period as agreed by the Issuers and the Principal Paying Agent).


 


(e)                
Neither the Trustee nor any Agent will be liable for selection made as contemplated in this Section 3.03. For the Notes which
are represented by Global Notes held on behalf of DTC, notices may be given by delivery of the relevant notices to DTC for communication
to entitled account holders in substitution for the aforesaid mailing.


 


Section 3.04              
Notice of Redemption Subject to Conditions Precedent.


 


Notice of any redemption
of the Notes may, at the Issuers’ discretion, be given prior to the completion of a transaction (including, but not limited to,
an Equity Offering, an Incurrence of Indebtedness, a Change of Control or other transaction) and any redemption may, at the Issuers’
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction.


 


If such redemption or purchase
is so subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and
if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time (but not more than
60 days after the date the notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption or purchase
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 as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price
and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person.


 


Section 3.05              
Deposit of Redemption or Purchase Price.


 


(a)                
No later than 10:00 a.m. (New York City time) with respect to the Notes, on each date of redemption or purchase, the Issuers will
deposit with the Trustee or with the Principal Paying Agent money sufficient to pay the redemption or purchase price of, accrued interest,
the Applicable Premium, if any, and Additional Amounts, if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Principal Paying Agent will promptly return to the Issuers any money deposited with the Trustee or the Principal Paying Agent by
the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, accrued interest, the Applicable Premium,
if any, and Additional Amounts, if any, on all Notes to be redeemed or purchased.


 


(b)               
If the Issuers comply with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest will cease
to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an
interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall 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 or purchase
is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with Section 3.05(a), interest
shall be paid on the unpaid principal, from the redemption or purchase 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 or Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee or the Authenticating
Agent will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered, provided that any Note shall be in a principal amount of $200,000 and in integral multiples of
$1,000 in excess thereof.


 


Section 3.07              
Mandatory Redemption.


 


The Issuers are not required
to make mandatory redemption payments or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers
may be required to offer to purchase Notes pursuant to Sections 4.07 and 4.11.


 






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ARTICLE 4

COVENANTS


 


Section 4.01              
Payment of Notes.


 


The Issuers shall promptly
pay or cause to be paid the principal of, premium on, if any, interest and Additional Amounts, if any, on the Notes on the dates and
in the manner provided in the Notes and in this Indenture. Principal, premium, if any, interest and Additional Amounts, if any, shall
be considered paid on the date due if by 10:00 a.m. (New York City time) on such date the Principal Paying Agent holds, in accordance
with this Indenture, money in immediately available funds and designated for and sufficient to pay all principal, premium, if any, interest
and Additional Amounts, if any, then due and the Principal Paying Agent is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture or applicable law.


 


The Issuers will pay interest
(including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the
then applicable interest rate on the Notes to the extent lawful. The Issuers will pay interest (including Post-Petition Interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at
the same rate to the extent lawful.


 


Section 4.02              
Reports.


 


(a)                
So long as any Notes are outstanding, the Issuers will furnish to the Trustee the following reports following the Issue Date:


 


(1)               
within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending December 31, 2021, annual
reports (the “Annual Financial Statements”) containing: (i) the audited consolidated balance sheet of the Company
as at the end of the most recent two fiscal years and audited consolidated income statements and statements of cash flow of the Company
for the most recent two fiscal years, including appropriate footnotes to such financial statements, for and as at the end of such fiscal
years and the report of the independent auditors on the financial statements; (ii) an operating and financial review of the audited financial
statements, including a discussion of the consolidated financial condition, results of operations, EBITDA and material changes in liquidity
and capital resources of the Company; (iii) unaudited pro forma income statement and balance sheet information of the Company, together
with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of
the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in
a previous report pursuant to clause (2) or (3) below); provided that such pro forma financial information will be provided only
to the extent available without unreasonable expense or burden, in which case the Company will provide, in the case of a material acquisition,
acquired company financials; and (iv) a brief description of the business, management and shareholders of the Company, all material affiliate
transactions and a description of all material debt instruments; provided that the information described in clause (iv) may be
provided in the footnotes to the audited financial statements;


 


(2)               
within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Company, beginning with
the first such fiscal quarter ending June 30, 2022, quarterly year-to-date financial statements (the “Quarterly Financial Statements”)
containing the following information: (i) the Company’s unaudited condensed consolidated balance sheet as at the end of such quarter
and unaudited condensed statements of income and cash flow for the most recent quarter year to date period ending on the unaudited condensed
balance sheet date and the comparable prior period (other than any comparable period falling prior to the Issue Date or that would require
the creation of new consolidated financial statements), together with condensed footnote disclosure; (ii) unaudited pro forma income
statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions
or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such quarterly report
relates; provided that such pro forma financial information will be provided only to the extent available without unreasonable
expense or burden, in which case the Company will provide, in the case of a material acquisition, acquired company financials; and (iii)
an operating and financial review of


 






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the unaudited financial statements,
including a discussion of the consolidated financial condition, results of operations, EBITDA and material changes in liquidity and capital
resources of the Company; and


 


(3)               
promptly after the occurrence of a material event that the Company announces publicly or any acquisition, disposition or restructuring,
merger or similar transaction that is material to the Company and the Restricted Subsidiaries, taken as a whole, or a change in a senior
executive officer of the Company or a change in auditors of the Company, a report containing a description of such event.


 


(b)               
In addition, the Company shall furnish to the Holders and to prospective investors, upon the request of such parties, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are not freely transferable under
the Exchange Act by persons who are not “affiliates” under the Securities Act.


 


(c)                
All financial statement information (excluding, for the avoidance of doubt, the calculations made under any incurrence covenant,
which shall be prepared in accordance with the terms of this Indenture) shall be prepared in accordance with IFRS as in effect, including,
to the extent adopted at such time, the application of IFRS 15 (Revenue from Contracts with Customers) and IFRS 16 (Leases)
and any successor standard thereto (or any equivalent measure under GAAP), on the date of such report or financial statement (or otherwise
on the basis of IFRS as then in effect) and on a consistent basis for the periods presented, except as may otherwise be described in
such information; provided, however, that the reports set forth in clauses (1), (2) and (3) of Section 4.02(a) may, in
the event of a change in IFRS, present earlier periods on a basis that applied to such periods. No report need include separate financial
statements for any Subsidiaries of the Company or any disclosure with respect to the results of operations or any other financial or
statistical disclosure not of a type included in the Offering Memorandum. In addition, the reports set forth above will not be required
to contain any reconciliation to GAAP.


 


(d)               
For purposes of this Section 4.02, an acquisition or disposition shall be deemed to be material if the entity or business acquired
or disposed of represents greater than 20.0% of the Company’s LTM EBITDA (calculated (i) in the case of an acquisition, including
any pro forma adjustments in respect of such acquisition and (ii) in the case of a disposal, excluding any pro forma adjustments in respect
of such disposal) for the most recent four quarters for which annual or quarterly financial reports have been delivered to the Trustee.


 


(e)                
At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or
group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Company, then the Annual Financial
Statements and Quarterly Financial Statements will include a reasonably detailed presentation, either on the face of the financial statements
or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate
from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.


 


(f)                 
In the event that (i) the Company becomes subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act,
or elects to comply with such provisions, for so long as it continues to file the reports required by Section 13(a) with the SEC or (ii)
the Company elects to provide to the Trustee reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Company)
the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (other than the provision of GAAP information, certifications,
exhibits or information as to internal controls and procedures), for so long as it elects, the Company will make available to the Trustee
such annual reports, information, documents and other reports that the Company is, or would be, required to file with the SEC pursuant
to such Section 13(a) or 15(d).


 


(g)               
All reports provided pursuant to this Section 4.02 shall be in English, or with a certified English translation.


 


(h)               
Subject to compliance with Section 4.02(i), for so long as, the equity securities of the Company, or any Parent Entity (into which
the financial results of the Company are consolidated) or IPO Entity are listed on the New York Stock Exchange (or one or more of the
equivalent regulated markets of Euronext, the Frankfurt Stock Exchange, the Stockholm Stock Exchange, Euronext Dublin, the Luxembourg
Stock Exchange, the Swiss Stock Exchange the Main Market of the London Stock Exchange or NASDAQ) (each a “Regulated Market”)
and the Company or such Parent Entity or IPO Entity is subject to the admission and disclosure standards applicable to issuers


 






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of equity securities admitted to trading on a
Regulated Market, for so long as it elects, the Company will make available to the Trustee such annual reports, information, documents
and other reports that the Company, or such Parent Entity or such IPO Entity is, or would be, required to file with the applicable Regulated
Market and within the deadlines specified by such Regulated Market pursuant to such admission and disclosure standards. Upon complying
with the foregoing requirements, and provided that such requirements require the Company, or any Parent Entity or IPO Entity to
prepare and file annual reports, information, documents and other reports with the applicable Regulated Market, the Company will be deemed
to have complied with the provisions contained in the preceding clauses of this Section 4.02.


 


(i)                 
The Company may comply with any requirement to provide reports or financial statements under this Section 4.02 by providing any
report or financial statements of a direct or indirect Parent Entity (into which the financial results of the Company are consolidated)
so long as such reports (if an annual, half yearly or quarterly report) (a) meet the requirements (including as to content and time of
delivery) of this Section 4.02 as if references to the Company therein were references to such Parent Entity and (b) are accompanied
by condensed consolidated financial information together with separate columns for: (i) such Parent Entity; (ii) the Company and the
Restricted Subsidiaries on a combined basis; (iii) any other Subsidiaries of any applicable Parent Entity that are not the Company or
Subsidiaries of the Company on a combined basis; (iv) consolidating adjustments; and (v) the total consolidated amounts, none of which
shall be required to be audited. Upon complying with the foregoing requirement, the Company will be deemed to have complied with the
provisions contained in the preceding clauses of this Section 4.02. For the avoidance of doubt, only Indebtedness of the Company and
the Restricted Subsidiaries shall be taken into account when making any calculations required under this Indenture.


 


Section 4.03              
Compliance Certificate; Notice of Defaults.


 


(a)                
The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating
whether the signers thereof know of any Default that occurred during the previous year.


 


(b)               
The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it
is aware which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.


 


Section 4.04              
Limitation on Restricted Payments.


 


(a)                
The Company will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to:


 


(1)               
declare or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted Subsidiary’s
Capital Stock (including any such payment in connection with any merger or consolidation involving the Company or any of the Restricted
Subsidiaries) except:


 


(a)                
dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or
other rights to purchase such Capital Stock of the Company or in Subordinated Shareholder Funding;


 


(b)               
dividends or distributions payable to the Company or a Restricted Subsidiary (and, in the case of the Company or any such Restricted
Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary
on no more than a pro rata basis); and


 


(c)                
dividends or distributions payable to any Parent Entity to fund interest payments in respect of Indebtedness of such Parent Entity
which is Guaranteed by the Company or any Restricted Subsidiary or is otherwise considered Indebtedness of the Company or any Restricted
Subsidiary (provided that (x) any net proceeds from such Indebtedness are contributed to the equity of the Company or any Restricted
Subsidiary in any form or otherwise received by the Company or


 






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any Restricted Subsidiary; (y) any net
proceeds described in subclause (x) above shall be excluded for purposes of increasing the amount available for distribution pursuant
to Section 4.04(a)(III) and shall not be Excluded Contributions and shall not be used to Incur Indebtedness under Section 4.06(b)(10);
and (z) in the case that any net proceeds described in subclause (x) above are contributed to or received by the Company or the Restricted
Subsidiaries in the form of Indebtedness, there shall be no double-counting of interest paid on such Indebtedness and any dividends or
distributions payable to the relevant Parent Entity to fund interest payments in respect of Indebtedness of such Parent Entity);


 


(2)               
purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Company or any Parent Entity
held by Persons other than the Company or a Restricted Subsidiary;


 


(3)               
purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment
or scheduled sinking fund payment, any Subordinated Indebtedness (other than (a) any such purchase, repurchase, redemption, defeasance
or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity,
in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and
(b) any Indebtedness Incurred pursuant to Section 4.06(b)(3));


 


(4)               
make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, any Subordinated Shareholder Funding (other than any payment of interest thereon in the form of additional
Subordinated Shareholder Funding); or


 


(5)               
make any Restricted Investment,


 


(any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (5) are
referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such
Restricted Payment:


 


(I)      a
Default shall have occurred and be continuing (or would immediately thereafter result therefrom);


 


(II)     the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.06(a) immediately after giving effect, on a pro
forma basis, to such Restricted Payment; or


 


(III)     the
aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to April 1, 2021 (and not returned or rescinded
and excluding all Restricted Payments permitted by Section 4.04(b)) would exceed the sum of (without duplication):


 


(a)                
50% of Consolidated Net Income for the period (treated as one accounting period) from April 1, 2021, to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Company
are available (if positive); plus


 


(b)               
100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the
Company from the issue or sale of its Subordinated Shareholder Funding or Capital Stock or as the result of a merger or consolidation
with another Person subsequent to April 1, 2021 or otherwise contributed to the equity (in each case other than through the issuance
of Disqualified Stock or Designated Preferred Stock) of the Company subsequent to April 1, 2021 (other than (u) any amounts used to Incur
Indebtedness under Section 4.06(b)(10), (v) Subordinated Shareholder Funding or Capital Stock sold to a Subsidiary of the Company,
(w) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital


 






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Stock to a Restricted Subsidiary or
an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees
to the extent funded by the Company or any Restricted Subsidiary, (x) cash or property or assets or marketable securities to the extent
that any Restricted Payment has been made from such proceeds in reliance on Section 4.04(b)(6), and (y) Excluded Contributions); plus


 


(c)                
100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the
Company or any Restricted Subsidiary from the issuance or sale (other than (y) Subordinated Shareholder Funding or (z) Capital Stock
sold to the Company or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary
of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) by the Company or
any Restricted Subsidiary subsequent to April 1, 2021 of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has
been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) plus,
without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the
Company or any Restricted Subsidiary upon such conversion or exchange; plus;


 


(d)                
100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable
securities or other property received by the Company or any Restricted Subsidiary by means of: (i) the sale or other disposition (other
than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or the Restricted Subsidiaries and repurchases
and redemptions of such Restricted Investments from the Company or the Restricted Subsidiaries and repayments of loans or advances, and
releases of guarantees, which constitute Restricted Investments by the Company or the Restricted Subsidiaries, in each case after April
1, 2021; or (ii) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution
from an Unrestricted Subsidiary or a dividend from a Person that is not a Restricted Subsidiary after the April 1, 2021 (in each case,
other than to the extent of the amount of the Investment that constituted a Permitted Investment or was made under Section 4.04(b)(17)
and will increase the amount available under the applicable clause of the definition of “Permitted Investment” or Section
4.04(b)(17), as the case may be); plus


 


(e)                
in the case of the re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation
of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of
an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after April 1, 2021, the fair market value of the Investment in
such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Company at the time of the re-designation
of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of
assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged, amalgamated
or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment
that constituted a Permitted Investment or was made under Section 4.04(b)(17) and will increase the amount available under the applicable
clause of the definition of “Permitted Investment” or Section 4.04(b)(17), as the case may be; plus


 


(f)                 
the greater of (x) $135.0 million and (y) 30.0% of LTM EBITDA.


 


(b)               
Section 4.04(a) will not prohibit any of the following (collectively, “Permitted Payments”):


 






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(1)               
 the payment of any dividend or distribution within 180 days after the date of declaration thereof, if at the date of declaration
such payment would have complied with the provisions of this Indenture, or the redemption, repurchase or retirement of Indebtedness if,
at the date of any redemption notice, such payment would have complied with the provisions of this Indenture as if it were and is deemed
at such time to be a Restricted Payment at the time of such notice;


 


(2)               
(a) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock (“Treasury Capital
Stock”) or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion
right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of
the substantially concurrent sale of, Subordinated Shareholder Funding or Capital Stock of the Company (other than Disqualified Stock
or Designated Preferred Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity
(other than through the issuance of Disqualified Stock or Designated Preferred Stock, or through an Excluded Contribution) of the Company;
provided that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities,
from such sale of Subordinated Shareholder Funding or Capital Stock or such contribution will be excluded from Section 4.04(a)(III) and
shall not be used to Incur Indebtedness under Section 4.06(b)(10), and (b) if immediately prior to the retirement of Treasury Capital
Stock, the declaration and payment of dividends thereon was permitted under Section 4.04(b)(13), the declaration and payment of dividends
on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise
acquire any Capital Stock of a Parent Entity) in an aggregate amount per year no greater than the aggregate amount of dividends per annum
that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;


 


(3)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange
for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section
4.06;


 


(4)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a Restricted
Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Company or a Restricted
Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.06;


 


(5)               
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness (other than Subordinated
Shareholder Funding) or Disqualified Stock or Preferred Stock of a Restricted Subsidiary:


 


(a)                
from Net Available Cash to the extent permitted under Section 4.07, but only if (and to the extent required) the Company shall
have first complied with the terms of Section 4.07 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes
required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness,
Disqualified Stock or Preferred Stock;


 


(b)               
to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock, following
the occurrence of (i) a Change of Control (or other similar event described therein as a “change of control”) or (ii) an
Asset Disposition (or other similar event described therein as an “asset disposition” or “asset sale”), but only
if (and to the extent required) the Company shall have first complied with Sections 4.07 and 4.11, as applicable, and purchased all Notes
tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing
or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or


 


(c)                
consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized
to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise


 






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acquired by the Company or a Restricted
Subsidiary or (B) otherwise in connection with or contemplation of such acquisition);


 


(6)               
a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock (including
any options, warrants or other rights in respect thereof) (other than Disqualified Stock) of the Company or any Parent Entity held by
any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any Parent Entity (or permitted
transferees, assigns, estates, trusts or heirs of such employee, director, contractor or consultant) either pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee,
director, contractor or consultant’s employment or directorship; provided, however, that the aggregate Restricted
Payments made under this clause (6) do not exceed the greater of (i) $40.0 million and (ii) 7.5% of LTM EBITDA in any fiscal year (with
unused amounts in any fiscal year being carried forward to the next succeeding fiscal year and amounts that will not be used in the subsequent
fiscal year being carried back to the immediately preceding fiscal year); provided, further that such amount in any fiscal
year may be increased by an amount not to exceed:


 


(a)                
the cash proceeds from the issuance or sale of Subordinated Shareholder Funding or Capital Stock (other than Disqualified Stock
or Designated Preferred Stock, or Excluded Contributions) of the Company and, to the extent contributed to the capital of the Company
(other than through the issuance of Disqualified Stock or Designated Preferred Stock, or an Excluded Contribution), Subordinated Shareholder
Funding or Capital Stock of any Parent Entity, in each case to members of management, directors or consultants of the Company, any of
its Subsidiaries or any Parent Entity that occurred after April 1, 2021, to the extent the cash proceeds from the sale of such Capital
Stock or Subordinated Shareholder Funding have not otherwise been applied to the payment of Restricted Payments by virtue of Section
4.04(a)(III) or used to Incur Indebtedness under Section 4.06(b)(10); plus


 


(b)               
the cash proceeds of key man life insurance policies received by the Company and the Restricted Subsidiaries after April 1, 2021,


 


provided further that cancellation
of Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former members of management, directors,
employees, contractors or consultants of the Company or Restricted Subsidiaries or any Parent Entity in connection with a repurchase
of Capital Stock of the Company or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section
4.04 or any other provision of this Indenture;


 


(7)               
the declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance
with the terms of Section 4.06;


 


(8)               
purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the
exercise, conversion or exchange of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion
of the exercise price thereof or withholding or similar taxes in respect thereof and payments in respect of withholding or similar taxes
payable upon exercise or vesting thereof;


 


(9)               
dividends, loans, advances or distributions to any Parent Entity or other payments by the Company or any Restricted Subsidiary
in amounts equal to (without duplication):


 


(a)                
the amounts required for any Parent Entity to pay any Parent Entity Expenses or any Related Taxes; and


 


(b)               
amounts constituting or to be used for purposes of making payments to the extent specified in clauses (2), (3), (5), (11), (12),
(13), (17)(a) (but only in respect of the parenthetical thereto) and (27) of Section 4.08(c), provided that any such dividends,
loans, advances or distributions to make payments in respect of annual management fees specified in Section


 






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4.08(c)(11)(a) and made pursuant to this
Section 4.04(b)(9)(B) shall not exceed an aggregate amount equal to the greater of (x) $20.0 million and (y) 3.0% of LTM EBITDA
per fiscal year (with unused amounts in any fiscal year being carried forward to the next succeeding fiscal year and amounts that will
not be used in the subsequent fiscal year being carried back to the immediately preceding fiscal year) and shall not be made as long
as any Default has occurred and is continuing unless it is funded with the proceeds of an Equity Contribution;


 


(10)            
the declaration and payment by the Company of, or loans, advances, dividends or distributions to any Parent Entity to pay, dividends
on the common stock or common equity interests of the Company or in respect of any Parent Entity that has had an Initial Public Offering,
in an amount not to exceed in any fiscal year, $100.0 million; provided that such dividends shall be declared and paid no later
than 180 days after the end of each fiscal year of the Company;


 


(11)            
payments by the Company, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Capital
Stock of the Company or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock, provided, however,
that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this Section
4.04 or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith
by the Company);


 


(12)            
Restricted Payments in an amount not to exceed the amount of Excluded Contributions;


 


(13)            
the declaration and payment of dividends (i) on Designated Preferred Stock of the Company issued after the Issue Date; (ii) to
a Parent Entity in an amount sufficient to allow the Parent Entity to pay dividends to holders of its Designated Preferred Stock issued
after the Issue Date; and (iii) on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case
of clauses (i) and (ii) of this clause (13), the amount of all dividends declared or paid to a Person pursuant to such clauses shall
not exceed the cash proceeds received by the Company or the aggregate amount contributed as Subordinated Shareholder Funding or in cash
to the equity of the Company (other than through the issuance of Disqualified Stock, or an Excluded Contribution or to the extent that
any of the proceeds are used to Incur Indebtedness under Section 4.06(b)(10)), from the issuance or sale of such Designated Preferred
Stock; provided, further, in the case of clauses (i), (ii) and (iii) of this clause (13), that for the Relevant Testing
Period immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding
Capital Stock, after giving effect to such payment on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the test set forth in Section 4.06(a);


 


(14)            
distributions, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock, of equity interests in,
or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially
all the assets of which are cash and Cash Equivalents) or proceeds thereof;


 


(15)            
distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables
Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation, in each case
in connection with a Qualified Securitization Financing or Receivables Facility;


 


(16)            
any Restricted Payment made in connection with the AMP Transfer Transactions (including, for the avoidance of doubt, any payments
contemplated by the AMP Transfer Transaction Documents), and any costs and expenses (including all legal, accounting and other professional
fees and expenses) related thereto or used to fund amounts owed to Affiliates in connection with the AMP Transfer Transactions (including
dividends to any Parent Entity to permit payment by such Parent Entity of such amounts);


 


(17)            
 so long as no Default has occurred and is continuing (i) any Restricted Payments in an aggregate amount outstanding at the
time made not to exceed the greater of (x) $135.0 million and (y) 25.0% of LTM EBITDA or (ii) any Restricted Payments
so long as, immediately after giving pro forma effect to the


 






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payment of any such Restricted Payment
and the Incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Net
Leverage Ratio shall be no greater than 4.50 to 1.00;


 


(18)            
mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment;


 


(19)            
payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result
of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or
in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and the Restricted Subsidiaries,
taken as a whole, that complies with Article 5;


 


(20)            
Restricted Payments to a Parent Entity to finance Investments that would otherwise be permitted to be made pursuant to this Section
4.04 if made by the Company; provided that (a) such Restricted Payment shall be made substantially concurrently with the closing
of such Investment, (b) such Parent Entity shall, promptly following the closing thereof, cause (i) all property acquired (whether assets
or Capital Stock) to be contributed to the capital of the Company or one of the Restricted Subsidiaries or (ii) the merger or amalgamation
of the Person formed or acquired into the Company or one of the Restricted Subsidiaries (to the extent not prohibited by the Article
5) to consummate such Investment, (c) such Parent Entity and its Affiliates (other than the Company or a Restricted Subsidiary) receives
no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could
have given such consideration or made such payment in compliance with this Indenture, (d) any property received by the Company shall
not increase amounts available for Restricted Payments pursuant to Section 4.04(a)(III), clauses (2) or (6) of Section 4.04(b) or be
deemed to be an Excluded Contribution or be used to Incur Indebtedness under Section 4.06(b)(10); and (e) such Investment shall be deemed
to be made by the Company or such Restricted Subsidiary pursuant to another provision of this Section 4.04 (other than pursuant to Section
4.04(b)(12)) or pursuant to the definition of “Permitted Investment” (other than pursuant to clause (12) thereof);


 


(21)            
any Restricted Payment made with Net Available Cash from any Asset Disposition and permitted pursuant to Section 4.07(a)(3); and


 


(22)            
Permitted Tax Distributions.


 


(c)                
For purposes of determining compliance with this Section 4.04, in the event that a Restricted Payment (or portion thereof) meets
the criteria of more than one of the categories of Permitted Payments described in clauses (1) through (22) of Section 4.04(b), and/or
is permitted pursuant to the Section 4.04(a) and/or constitutes a Permitted Investment, the Company will be entitled to classify such
Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing
on the date of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this
Section 4.04, including as a Permitted Investment.


 


(d)               
The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment
of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may
be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair
market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Company acting
in good faith.


 


Section 4.05              
Limitation on Restrictions on Distributions from Restricted Subsidiaries.


 


(a)                
The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 






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(1)               
 pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations
owed to the Company or any Restricted Subsidiary;


 


(2)               
make any loans or advances to the Company or any Restricted Subsidiary; or


 


(3)               
sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary,


 


provided that (x) the priority
of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid
on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to
the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed
to constitute such an encumbrance or restriction.


 


(b)               
Section 4.05(a) will not prohibit:


 


(1)               
any encumbrance or restriction pursuant to (a) any Credit Facility (including the ABL Facility), (b) the Intercreditor Agreement
and any Additional Intercreditor Agreement, (c) the Existing AMP Indentures, Existing AMP Notes or the Existing Note Guarantees and (d)
any other agreement or instrument, in each case, in effect at or entered into on the Issue Date;


 


(2)               
any encumbrance or restriction pursuant to this Indenture, the Notes, the Notes Guarantees or the Security Documents;


 


(3)               
any encumbrance or restriction pursuant to applicable law, rule, regulation or order;


 


(4)               
any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness
of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with
or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument
is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness
Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated
or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with
such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor
Company (as defined below), any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired
or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company;


 


(5)               
any encumbrance, restriction or condition:


 


(a)                
that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease,
license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement;


 


(b)               
contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness
of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the
transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements;


 


(c)                
contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company
or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided
that


 






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such agreement prohibits the encumbrance
of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights
arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary
or the assets or property of another Restricted Subsidiary; or


 


(d)               
pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements
of the Company or any Restricted Subsidiary;


 


(6)               
any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture,
in each case, that impose encumbrances or restrictions on the property so acquired;


 


(7)               
any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to
a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets
that are subject to such restriction) pending the closing of such sale or disposition;


 


(8)               
customary provisions in leases, licenses, shareholder agreements, joint venture agreements and other similar agreements, organizational
documents and instruments;


 


(9)               
encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, licensing requirement
or order, or required by any regulatory authority;


 


(10)            
any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the
ordinary course of business or consistent with past practice;


 


(11)            
any encumbrance or restriction pursuant to Hedging Obligations;


 


(12)            
restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith
determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility;


 


(13)            
any encumbrance or restriction arising pursuant to an agreement or instrument (a) relating to any Indebtedness permitted to be
Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.06, if the encumbrances and restrictions contained in any
such agreement or instrument taken as a whole are not materially less favorable to the Holders (taken as a whole) than (i) the encumbrances
and restrictions contained in (A) the agreements, documents and instruments entered into in connection with, or pursuant to, the ABL
Facility, together with the security documents associated therewith, and (B) the Intercreditor Agreement, in each case, as in effect
on the Issue Date or (ii) as is customary in comparable financings (as determined in good faith by the Company) and where, in the case
of this sub-clause (ii), either (x) the Company determines at the time of entry into such agreement or instrument that such encumbrances
or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments
on the Notes or (y) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument,
or (b) constituting an Additional Intercreditor Agreement;


 


(14)            
any encumbrance or restriction existing by reason of any lien permitted under Section 4.09; or


 


(15)            
any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant
to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) to (14) of this Section 4.05 or this clause (15)
(an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred
to in clauses (1) to (14) of this Section 4.05 or this clause (15); provided, however, that the encumbrances and restrictions
with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect
to the Holders (taken as a whole) than the encumbrances and restrictions contained in the


 






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Initial Agreement or Initial Agreements
to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company).


 


Section 4.06              
Limitation on Indebtedness.


 


(a)                
The Company will not, and will not permit any of the Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness)
and the Company will not issue Disqualified Stock and will not permit any of the Restricted Subsidiaries to issue Preferred Stock; provided,
however, (i) that the Company and any of the Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness)
and the Company may issue Disqualified Stock and any of the Restricted Subsidiaries may issue Preferred Stock, if on the date of such
determination and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge
Coverage Ratio of the Company and the Restricted Subsidiaries is at least 2.00 to 1.00; and (ii) the amount of Indebtedness Incurred
and Disqualified Stock or Preferred Stock issued pursuant to clause (i) above shall not cause the Non Guarantor Debt Cap to be exceeded.


 


(b)               
Section 4.06(a) will not prohibit the Incurrence of the following Indebtedness (collectively, “Permitted Debt”):


 


(1)               
the Incurrence by the Company or any of the Restricted Subsidiaries of Indebtedness under any Credit Facility (and the issuance
and creation of letters of credit, guarantees and bankers’ acceptances thereunder) in an aggregate principal amount at any time
outstanding not to exceed the sum of:


 


(a)       the
aggregate of the greater of (x) $500.0 million and (y) the Borrowing Base; plus


 


(b)       the
maximum amount of Senior Secured Indebtedness such that after giving pro forma effect to such Incurrence the Consolidated Senior
Secured Net Leverage Ratio of the Company and the Restricted Subsidiaries do not exceed 4.00 to 1.00 (with any Indebtedness Incurred
under clause (a) above on the date of determination of the Consolidated Senior Secured Net Leverage Ratio not being included in
the calculation of Consolidated Senior Secured Net Leverage Ratio under this subclause (b) on such date of determination but not,
for the avoidance of doubt, excluded from any such calculation made on any such subsequent date); plus;


 


(c)       the
maximum amount of Indebtedness that is not Senior Secured Indebtedness such that, on the date of determination, after giving pro forma
effect to such Incurrence, the Consolidated Total Net Leverage Ratio of the Company and the Restricted Subsidiaries does not exceed 5.00
to 1.00 (with any Indebtedness Incurred under clause (a) above on the date of determination of the Consolidated Total Net Leverage Ratio
not being included in the calculation of Consolidated Total Net Leverage Ratio under this clause (c) on such date of determination but
not, for the avoidance of doubt, excluded from any such calculation made on any such subsequent date),


 


provided that (i) any Indebtedness
Incurred pursuant to this clause (1) may be refinanced at any time if such refinancing does not exceed the greater of (I) the aggregate
principal amount of Indebtedness permitted to be Incurred pursuant to this clause (1) on the date of determination for such refinancing
and (II) the aggregate principal amount of the Indebtedness being refinanced at such time (together with an amount necessary to pay accrued
and unpaid interest and any fees and expenses, including any premium and defeasance costs, indemnity fees, discounts, premiums and other
costs and expenses Incurred in connection with such refinancing) and (ii) the amount of Indebtedness Incurred and Disqualified Stock
or Preferred Stock issued pursuant to clauses (1)(b) and (1)(c) shall not cause the Non Guarantor Debt Cap to be exceeded;


 


(2)               
Guarantees by the Company or any Restricted Subsidiary of Indebtedness or other obligations of the Company or any Restricted Subsidiary
so long as the Incurrence of such Indebtedness or other obligations is not prohibited by the terms of this Indenture;


 






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(3)               
 Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to
and held by the Company or any Restricted Subsidiary;


 


(4)               
Indebtedness represented by (a) Indebtedness, and any Guarantees thereof, in each case of the Company and its Restricted Subsidiaries,
outstanding on the Issue Date (or Incurred under a facility committed and as in effect as of the Issue Date), including the Existing
AMP Notes and the Existing Notes Guarantees, (b)(i) the Notes (other than any Additional Notes), including any Notes Guarantee and (ii)
any loans pursuant to which proceeds of any Indebtedness of a Parent Entity that are lent to the Company, to the extent that such Indebtedness
is Guaranteed by the Company or any Restricted Subsidiary or is otherwise considered Indebtedness of the Company or any Restricted Subsidiary,
and such Guarantees or the Incurrence of such Indebtedness, as the case may be, as are not prohibited by this Indenture, (c) Refinancing
Indebtedness (including with respect to the Notes and any Guarantee thereof) Incurred in respect of any Indebtedness described in this
clause (4) and clause (5)(b) of Section 4.06(b) or Incurred pursuant to Section 4.06(a), and (d) other Indebtedness Incurred to finance
Management Advances;


 


(5)               
Indebtedness (x) of the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition (including an acquisition
of any assets) or other transaction or (y) of Persons that are, or secured by any assets that are, acquired by the Company or any Restricted
Subsidiary or merged into, amalgamated or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this
Indenture; provided that (A) Indebtedness Incurred pursuant to this clause (5) is in an aggregate amount not to exceed (a) the
greater of (i) $55.0 million and (ii) 10.0% of LTM EBITDA at the time of Incurrence, plus (b) unlimited additional Indebtedness
to the extent that after giving effect to such acquisition, transaction, merger, amalgamation or consolidation and without giving effect
to any Indebtedness Incurred or issued pursuant to subclause (5)(A)(a) above on the date of determination, either: (i) the Company would
be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) and if such Indebtedness is Senior Secured
Indebtedness, the Company would be permitted to Incur at least $1.00 of additional Senior Secured Indebtedness pursuant to Section 4.06(b)(1)(b),
or (ii) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower and, if such Indebtedness is
Senior Secured Indebtedness, the Consolidated Senior Secured Net Leverage Ratio of the Company and the Restricted Subsidiaries would
not be higher, in each case, than it was immediately prior to such acquisition, merger, amalgamation or consolidation and (B) the
amount of Indebtedness Incurred pursuant to subclause (x) of this clause (5) shall not cause the Non Guarantor Debt Cap to
be exceeded;


 


(6)               
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes as determined in good faith by the Company);


 


(7)               
Indebtedness (a) represented by Capitalized Lease Obligations, mortgage financings, Purchase Money Obligations or other financings,
Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant
or equipment used in a Similar Business or Indebtedness otherwise Incurred to finance the purchase, lease, rental or cost of design,
construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether
through the direct purchase of assets or the Capital Stock of any Person owning such assets (provided that, in each case, the
Indebtedness exists on the date of such purchase, lease, rental, construction, design, installation or improvement or is created within
180 days thereafter), and any Indebtedness which refinances, replaces or refunds such Indebtedness, in an aggregate outstanding
principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7)(a)
and then outstanding, does not exceed the greater of (i) $300.0 million and (ii) 65.0% of LTM EBITDA at the time of Incurrence, and any
Refinancing Indebtedness in respect thereof or (b) arising out of Sale and Leaseback Transactions;


 


(8)               
Indebtedness in respect of (a) workers’ compensation claims, old-age-part-time arrangements, self-insurance obligations,
unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health,
disability or other employee benefits, customer guarantees performance, indemnity, surety, judgment, appeal, advance payment (including
progress premiums), customs, value added or similar tax or other guarantees or other similar bonds, instruments or obligations and completion
guarantees and warranties provided by the Company or a


 






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Restricted Subsidiary or relating to
liabilities, obligations or guarantees Incurred in the ordinary course of business or consistent with past practice; (b) the honoring
by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business or consistent with past practice; provided that such Indebtedness is extinguished within five Business Days of Incurrence;
(c) customer deposits and advance payments (including progress premiums) received in the ordinary course of business or consistent with
past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice and
manufacturer, vendor financing, customer and supply arrangements in the ordinary course of business or consistent with past practice;
(d) letters of credit, bankers’ acceptances, warehouse receipts, guarantees or other similar instruments or obligations issued
or relating to liabilities or obligations Incurred in the ordinary course of business or consistent with past practice; (e) the financing
of insurance premiums, take-or-pay obligations contained in supply arrangements, any customary treasury, depositary, cash management,
automatic clearinghouse arrangements, overdraft protections, credit or debit card, purchase card, electronic funds transfer, cash pooling
or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice; (f)
Indebtedness representing (i) deferred compensation to current or former directors, officers, employees, members of management, managers
and consultants of any Parent Entity, the Company or any of its Subsidiaries in the ordinary course of business or consistent with past
practice or (ii) deferred compensation or other similar arrangements in connection with any Investment or acquisition permitted hereby;
and (g) Settlement Indebtedness;


 


(9)               
Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments
of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition
of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person
acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided
that the maximum liability of the Company and the Restricted Subsidiaries in respect of all such Indebtedness in connection with
a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time
received and without giving effect to any subsequent changes in value), actually received by the Company and the Restricted Subsidiaries
in connection with such disposition;


 


(10)            
Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness
Incurred pursuant to this clause (10) and then outstanding, will not exceed 200% of the Net Cash Proceeds received by the Company from
the issuance or sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Funding or Capital Stock or otherwise contributed
to the equity (in each case, other than through the issuance of Disqualified Stock, Designated Preferred Stock, or an Excluded Contribution)
of the Company, in each case, subsequent to the Issue Date, and any Refinancing Indebtedness in respect thereof; provided, however,
that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted
Payments to the extent the Company and the Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds
that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (10) to the extent
such Net Cash Proceeds or cash have been applied to make Restricted Payments;


 


(11)            
Indebtedness of Restricted Subsidiaries that are not Guarantors and Guarantees by the Company or any Restricted Subsidiary of
Indebtedness of joint ventures, in each case, which, when taken together with the principal amount of all other Indebtedness Incurred
pursuant to this clause (11) and then outstanding, will not exceed the greater of (a) $135.0 million and (b) 25.0% of LTM EBITDA at any
time outstanding, and any Refinancing Indebtedness in respect thereof;


 


(12)            
Indebtedness consisting of promissory notes issued by the Company or any of the Restricted Subsidiaries to any future, present
or former employee, director, contractor or consultant of the Company, any of its Subsidiaries or any Parent Entity (or permitted transferees,
assigns, estates, or heirs of such employee, director, contractor or consultant), to finance the purchase or redemption of Capital Stock
of the Company or any Parent Entity that is permitted by Section 4.04;


 






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(13)            
 Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness
Incurred pursuant to this clause (13) and then outstanding, will not exceed the greater of (a) $275.0 million and (b) 50.0% of LTM EBITDA;
provided that the amount of Indebtedness Incurred pursuant to this clause (13) shall not cause the Non Guarantor Debt Cap
to be exceeded;


 


(14)            
Indebtedness Incurred pursuant to factoring financings, securitizations (including with respect to inventory), receivables financings
or similar arrangements, in each case, that are either: (a) not recourse to the Company and the Restricted Subsidiaries other than a
Securitization Subsidiary (except to the extent customary in the good faith determination of the Company for such type of arrangement
and except for Standard Securitization Undertakings); or (b) not in excess of the greater of (x) $135.0 million and (y) 25.0% of LTM
EBITDA at any time outstanding;


 


(15)            
any obligation, or guaranty of any obligation, of the Company or any Restricted Subsidiary to reimburse or indemnify a Person
extending credit to customers of the Company or a Restricted Subsidiary Incurred in the ordinary course of business or consistent with
past practice for all or any portion of the amounts payable by such customers to the Person extending such credit;


 


(16)            
Indebtedness to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided
that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Issue
Date, including that (a) the repayment of such Indebtedness is conditional upon such customer ordering a specific volume of goods and
(b) such Indebtedness does not bear interest or provide for scheduled amortization or maturity;


 


(17)            
Indebtedness of the Company or any of the Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring; and


 


(18)            
Indebtedness consisting of local lines of credit, overdraft facilities or local working capital facilities in an aggregate outstanding
principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other
Indebtedness Incurred pursuant to this clause (18) and then outstanding, will not exceed the greater of (a) $135.0 million and (b) 25.0%
of LTM EBITDA.


 


(c)                
For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 4.06:


 


(1)               
subject to clause (3) below, in the event that all or any portion of any item of Indebtedness, Disqualified Stock or Preferred
Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred
pursuant Section 4.06(a), the Company, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness
and only be required to include, in any manner that complies with this Section 4.06, the amount and type of such Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) in Section 4.06(a) or one of the clauses of Section 4.06(b), and Indebtedness permitted
by this Section 4.06 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in
part by one such provision and in part by one or more other provisions of this Section 4.06 permitting such Indebtedness;


 


(2)               
with respect to clauses (5)(a), (7), (11), (13) or (18) of Section 4.06(b), if at any time that the Company would be entitled
to have Incurred any then outstanding item of Indebtedness pursuant to Section 4.06(a) or pursuant to Section 4.06(b)(1)(b) or Section
4.06(b)(1)(c), such item of Indebtedness shall (unless otherwise elected by the Company) be automatically reclassified into an item of
Indebtedness Incurred pursuant to Section 4.06(a) or pursuant to Section 4.06(b)(1)(b) or Section 4.06(b)(1)(c), as applicable;


 






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(3)               
 all Indebtedness under the ABL Facility Incurred as of the Issue Date shall be deemed to have been Incurred pursuant to Section
4.06(b)(1)(a), and the Company shall not be permitted to reclassify all or any portion of such Indebtedness;


 


(4)               
for purposes of determining compliance with this Section 4.06, with respect to Indebtedness Incurred under a Credit Facility,
re-borrowings of amounts previously repaid pursuant to “cash sweep” or “clean down” provisions or any similar
provisions under a Credit Facility that provide that Indebtedness is deemed to be repaid periodically shall only be deemed for the purposes
of this Section 4.06 to have been Incurred on the date such Indebtedness was first Incurred and not on the date of any subsequent re-borrowing
thereof;


 


(5)               
in the case of any Refinancing Indebtedness, when measuring the outstanding amount of such Indebtedness, such amount shall not
include any amounts necessary to pay accrued and unpaid interest and any fees and expenses, including any premium and defeasance costs,
indemnity fees, discounts, premiums and other costs and expenses Incurred in connection with such refinancing;


 


(6)               
Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating
to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not
be included;


 


(7)               
if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant
to any Credit Facility and are being treated as Incurred pursuant to any clause of Section 4.06(a) or Section 4.06(b) and the letters
of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not
be included;


 


(8)               
the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary,
will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or
repurchase premium) or the liquidation preference thereof;


 


(9)               
in the event that the Company or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility,
enters into any commitment to Incur or issue Indebtedness or commits to Incur any Lien pursuant to clause (29) of the definition of “Permitted
Liens,” the Incurrence or issuance thereof for all purposes under this Indenture, including for purposes of calculating the Fixed
Charge Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable,
or usage of clauses (1) through (18) of Section 4.06(b) (if any) for borrowings and re-borrowings thereunder (and including issuance
and creation of letters of credit and bankers’ acceptances thereunder) will, at the Company’s option, either (a) be determined
(i) on the date of such revolving credit facility or such entry into or increase in commitments (assuming that the full amount thereof
(or, at the option of the Company, a portion thereof) has been borrowed as of such date) or other Indebtedness, Disqualified Stock or
Preferred Stock (in each case, pursuant to any letter, agreement or instrument, which may be conditional, including as to documentation)
and/or (ii) on the date on which such facility or commitments become available, and, if such Fixed Charge Coverage Ratio, the Consolidated
Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, test or other provision of this Indenture
is satisfied with respect thereto at such time, any borrowing or re-borrowing thereunder (and the issuance and creation of letters of
credit and bankers’ acceptances thereunder) will be permitted under this Section 4.06 irrespective of the Fixed Charge Coverage
Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, or other provision
of this Indenture at the time of any borrowing or re-borrowing (or issuance or creation of letters of credit or bankers’ acceptances
thereunder) (the committed amount permitted to be borrowed or reborrowed (and the issuance and creation of letters of credit and bankers’
acceptances) on a date pursuant to the operation of this clause (a) shall be the “Reserved Indebtedness Amount” as
of such date for purposes of the Fixed Charge Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, or the Consolidated
Total Net Leverage Ratio, as applicable, and, to the extent of the usage of clauses (1) through (18) of Section 4.06(b) (if any), shall
be deemed to be Incurred and outstanding under such clauses) or (b) be determined on the date such amount is borrowed pursuant to any


 






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such facility or increased commitment,
and in each case, the Company may revoke such determination at any time and from time to time;


 


(10)            
notwithstanding anything in this Section 4.06 to the contrary, in the case of any Indebtedness Incurred to refinance Indebtedness
initially Incurred in reliance on a clause of Section 4.06(b) measured by reference to a percentage of LTM EBITDA at the time of Incurrence,
if such refinancing would cause the percentage of LTM EBITDA restriction to be exceeded if calculated based on the percentage of LTM
EBITDA on the date of such refinancing, such percentage of LTM EBITDA restriction shall not be deemed to be exceeded so long as the principal
amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus premiums (including
tender premiums), defeasance, costs and fees in connection with such refinancing; and


 


(11)            
the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the
liability in respect thereof determined on the basis of IFRS.


 


(d)               
Accrual and/or capitalization of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization
of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional
shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due
to a change in IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.06; provided that the
amount of any Refinancing Indebtedness in respect of any outstanding Indebtedness may (in the Company’s sole discretion) be increased
by the amount of all such accrued and/or capitalized interest, accreted value, original issue discount and/or additional Indebtedness
in respect of such Indebtedness and such increased amount will not be deemed to be Indebtedness for the purpose of calculating any basket,
permission or threshold under which such Refinancing Indebtedness is permitted to be Incurred.


 


(e)                
If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed
to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date
under this Section 4.06, the Company shall be in default of this Section 4.06).


 


(f)                 
For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was first committed or first Incurred (whichever yields the lower U.S. Dollar equivalent);
provided that for the purpose of the Incurrence of any other Indebtedness, the Company may elect to account for any such Indebtedness
denominated in a foreign currency at the relevant currency exchange rate in effect on the determination date for the Incurrence of such
other Indebtedness; provided further, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign
currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have
been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness
being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including tender
premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) Incurred in connection with
such refinancing


 


(g)               
Notwithstanding any other provision of this Section 4.06, the maximum amount of Indebtedness that the Company or a Restricted
Subsidiary may Incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange
rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency
from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which
such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 


Section 4.07              
Limitation on Sales of Assets and Subsidiary Stock.


 


(a)                
The Company will not, and will not permit any of the Restricted Subsidiaries to, make any Asset Disposition unless:


 






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(1)               
 the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by
any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such
fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the
Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition
is a Permitted Asset Swap);


 


(2)               
in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted
Asset Swap or relates to Non-Core Assets), with a purchase price in excess of the greater of (a) $40.0 million and (b) 7.5% of LTM EBITDA,
at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility
for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form
of cash, Cash Equivalents or Temporary Cash Investments; and


 


(3)               
an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied:


 


(a)                
to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness
of the Company or a Restricted Subsidiary), within 450 days from the later of (1) the date of such Asset Disposition and (2) the
receipt of such Net Available Cash, (A) to prepay, repay, purchase or redeem Senior Secured Indebtedness of the Company or a Restricted
Subsidiary, including Indebtedness under any Credit Facility (including the ABL Facility) (or any Refinancing Indebtedness in respect
thereof) or (B) prepay, repay, purchase or redeem any Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor
or any Indebtedness that is secured by Liens on assets which do not constitute Collateral (in each case other than Subordinated Indebtedness
of an Issuer or a Guarantor or Indebtedness owed to the Company or any Restricted Subsidiary) provided, however, that,
in connection with any prepayment, repayment, purchase or redemption of Indebtedness pursuant to this clause (a), the Company or
such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced (including by a
reduction in borrowing base or similar term in conjunction with such Asset Disposition or otherwise) in an amount equal to the principal
amount so prepaid, repaid, purchased or redeemed; provided further that to the extent the Company or any Restricted Subsidiary
has elected to prepay, repay or purchase any amount of Senior Secured Indebtedness at a price not less than par and has extended such
offer to the Holders on at least a pro rata basis, to the extent the creditors in respect of such Senior Secured Indebtedness
(including any Holders) elect not to tender their Senior Secured Indebtedness for such prepayment, repayment, purchase or redemption,
the Company will be deemed to have applied an amount of Net Available Cash equal to such amount not tendered under this paragraph (a),
and such amount shall not increase the amount of Excess Proceeds; or


 


(b)               
to the extent the Company or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including
by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Company
or another Restricted Subsidiary) within 450 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such
Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available
Cash from the date of such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy
such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment
is later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds,


 


provided further that, pending
the final application of the amount of any such Net Available Cash in accordance with clause (a) or (b) above, the Company and the Restricted
Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture.


 






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(b)               
 Notwithstanding Section 4.07(a), to the extent that (x) a distribution of any or all of the Net Available Cash of any Asset Disposition
by a Subsidiary to the Company or another Restricted Subsidiary (to the extent necessary to comply with this Section 4.07) is prohibited
or delayed by applicable local law (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties
of the relevant directors) or (y) a distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to
the Company or another Restricted Subsidiary (to the extent necessary to comply with this Section 4.07) could result in material adverse
Tax consequences, as reasonably determined by the Company in its sole discretion, the portion of such Net Available Cash so affected
will not be required to be applied in compliance with this Section 4.07.


 


(c)                
The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested
as provided in Section 4.07(a) will be deemed to constitute “Excess Proceeds” under this Indenture; provided that,
if at the time of any definitive agreement, put option or similar arrangement in respect of any Asset Disposition or (at the option of
the Company) the date on which Net Available Cash from an Asset Disposition is received, the Consolidated Total Net Leverage Ratio of
the Company and the Restricted Subsidiaries is no greater than 4.50 to 1.00, 50.0% of the Net Available Cash from such Asset Disposition
shall be deemed not to constitute Excess Proceeds and may be used by the Company or any of its Restricted Subsidiaries for any purpose
not prohibited by this Indenture. On the 451st day (or such longer period permitted by Section 4.07(a)(3)(B)) after the later
of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds
the greater of $135.0 million and 25.0% of LTM EBITDA, the Company shall make an offer (“Asset Disposition Offer”)
within 10 Business Days to all Holders under this Indenture and, to the extent the Company elects, to all holders of other outstanding
Pari Passu Indebtedness, to repay, prepay or purchase the maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness
to which the Asset Disposition Offer applies that may be repaid, prepaid or purchased out of the Excess Proceeds, at an offer price in
respect of the Notes in an amount equal to 100% of the principal amount of the Notes (and, in the case of any Pari Passu Indebtedness,
an offer price of no more than 100% of the principal amount of such Pari Passu Indebtedness), in each case, plus accrued and unpaid interest,
if any, to, but not including, the date of repayment, prepayment or purchase, in accordance with the procedures set forth in this Indenture
or the agreements governing the Pari Passu Indebtedness, as applicable, and with respect to the Notes, in minimum denominations of $200,000
and in integral multiples of $1,000 in excess thereof. The Company will deliver notice of such Asset Disposition Offer electronically
or by first-class mail, with a copy to the Trustee, the Paying Agent and each Holder at the address of such Holder appearing in the security
register or otherwise in accordance with the applicable procedures of DTC, as applicable, describing the transaction or transactions
that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in
the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered, pursuant to
the procedures required by this Indenture and described in such notice. The Company may satisfy the foregoing obligations with respect
to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to all Net Available Cash prior
to the expiration of the relevant 450 days (or such longer period as provided in Section 4.07(a)) or with respect to any unapplied Excess
Proceeds.


 


(d)               
To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant
to an Asset Disposition Offer is less than the Excess Proceeds, the Company and the Restricted Subsidiaries may use any remaining Excess
Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition
Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds,
the Company shall allocate the Excess Proceeds among the Notes and Pari Passu Indebtedness to be repaid, prepaid or purchased on a pro
rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness provided that the Company
shall not be required to select and purchase Notes or other Pari Passu Indebtedness in an unauthorized denomination. Upon completion
of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.


 


(e)                
To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S.
Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. Dollars that is actually
received by the Company upon converting such portion into U.S. Dollars.


 






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(f)                 
 For the purposes of Section 4.07(a)(2), the following will be deemed to be cash:


 


(1)               
the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise, of the Company or a Restricted
Subsidiary (other than Subordinated Indebtedness of an Issuer or a Guarantor) and the release of the Company or such Restricted Subsidiary
from all liability on such Indebtedness or other liability in connection with such Asset Disposition;


 


(2)               
securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted
by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;


 


(3)               
Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to
the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection
with such Asset Disposition;


 


(4)               
consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from
Persons who are not the Company or any Restricted Subsidiary; and


 


(5)               
any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an
aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.07 during
the same fiscal year, not to exceed the greater of (a) $135.0 million and (b) 25.0% of LTM EBITDA (with the fair market value of each
item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).


 


(g)               
To the extent that the provisions of any securities laws or regulations, including Rule 14e-1 under the Exchange Act, conflict
with the provisions of this Indenture, the Company will comply with the applicable securities laws, rules and regulations and shall not
be deemed to have breached its obligations described in this Indenture by virtue thereof.


 


(h)               
Notwithstanding any other provision in this Indenture to the contrary, the provisions of this Indenture relative to the Company’s
obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.


 


Section 4.08              
Limitation on Affiliate Transactions.


 


(a)                
The Company will not, and will not permit any Restricted Subsidiary to enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of
the Company (any such transaction or series of related transactions being an “Affiliate Transaction”) involving aggregate
value in excess of the greater of (i) $55.0 million and (ii) 10.0% of LTM EBITDA unless:


 


(1)               
the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of
the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and


 


(2)               
in the event such Affiliate Transaction involves an aggregate value in excess of the greater of (a) $75.0 million and (b) 15.0%
of LTM EBITDA, the terms of such Affiliate Transaction have been approved by a majority of the members of the Board of Directors of the
Company.


 






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(b)               
 Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 4.08(a)(2) if such Affiliate
Transaction is approved by a majority of the Disinterested Directors of the Company, if any.


 


(c)                
Section 4.08(a) will not prohibit:


 


(1)               
any Restricted Payment permitted to be made pursuant to Section 4.04 or any Permitted Investment;


 


(2)               
any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards
or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting,
collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation
arrangements, options, warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidiary or any Parent Entity,
restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits
or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar
plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board
of Directors of the Company, in each case in the ordinary course of business or consistent with past practice;


 


(3)               
any Management Advances and any waiver or transaction with respect thereto;


 


(4)               
any (a) transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary
as a result of such transaction), or between or among Restricted Subsidiaries and (b) merger, amalgamation or consolidation with any
Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash
Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture;


 


(5)               
the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance
policies) and employee benefit and pension expenses provided on behalf of, directors, officers, contractors, consultants, distributors
or employees of the Company, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and including through any
Controlled Investment Affiliate of such directors, officers, contractors, consultants, distributors or employees);


 


(6)               
the entry into and performance of obligations of the Company or any of the Restricted Subsidiaries under the terms of any transaction
arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue
Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in
accordance with the other terms of this Section 4.08 or to the extent not more disadvantageous to the Holders (taken as a whole) in any
material respect;


 


(7)               
any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or Receivables Facility,
any disposition or repurchase of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization
Financing or Receivables Facility;


 


(8)               
transactions with customers, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of
goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Company or
the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or the senior management
of the Company or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained
at such time from an unaffiliated party;


 






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(9)               
 any transaction in the ordinary course of business between or among the Company or any Restricted Subsidiary and any Affiliate
of the Company or an Associate or similar entity which would constitute an Affiliate Transaction solely (i) because the Company or a
Restricted Subsidiary or any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity
interest in or otherwise controls such Affiliate, Associate or similar entity or (ii) due to the fact that a director of such Person
is also a director of the Company or any direct or indirect Parent Entity of the Company (provided, however, that such
director abstains from voting as a director of the Company or such direct or indirect Parent Entity of the Company, as the case may be,
on any matter involving such other Person);


 


(10)            
any (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company or options,
warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding and the granting of registration and other
customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Company
or any Restricted Subsidiary and (b) amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance
with the other provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable; provided
that such Subordinated Shareholder Funding, as amended or otherwise modified, will continue to satisfy the requirements described
in the definition of “Subordinated Shareholder Funding”;


 


(11)            
(a) any payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly), including
to its affiliates or its designees, of annual management, consulting, monitoring, refinancing, transaction, subsequent transaction exit
fees, advisory fees and related costs and reasonable expenses and indemnities in connection therewith and any termination fees (including
any such cash lump sum or present value fee upon the consummation of a corporate event) and (b) any customary payments by the Company
or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection
with acquisitions or divestitures, which are in the case of each of clauses (a) and (b) approved by a majority of the Board of Directors
of the Company in good faith;


 


(12)            
payment to any Permitted Holder of all out of pocket expenses incurred by such Permitted Holder in connection with its direct
or indirect investment in the Company and its Subsidiaries;


 


(13)            
(i) the AMP Transfer Transactions and the Transactions and the payment of all costs and expenses (including all legal, accounting
and other professional fees and expenses) related to the AMP Transfer Transactions and the Transactions or any payment as contemplated
by the AMP Transfer Transaction Documents and (ii) any transactions or services pursuant to the AMP Transfer Transaction Documents
and any services or transactions that are similar or incidental to the services or transactions contemplated therein provided on an arm’s
length basis;


 


(14)            
transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent
Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or
meets the requirements of Section 4.08(a)(1);


 


(15)            
the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders
agreement (including the AMP Transfer Transaction Documents and any registration rights agreement or purchase agreements related thereto)
to which it is party as of the Issue Date, and any similar agreement that it may enter into thereafter; provided, however,
that the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to
the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this
clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders (taken
as a whole) in any material respect as determined in good faith by the Company;


 






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(16)            
 any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of the Restricted
Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates;
provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are
not the Company’s Affiliates;


 


(17)            
any (a) Investments by Affiliates in securities of the Company or any of the Restricted Subsidiaries (and payment of reasonable
out-of-pocket expenses Incurred by such Affiliates in connection therewith) so long as the Investment is being offered by the Company
or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms; (b) payments
to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in the foregoing clause (17)(a)
or that were acquired from Persons other than the Company and the Restricted Subsidiaries, in each case, in accordance with the terms
of such securities; and (c) payments by any Parent Entity, the Company and/or the Restricted Subsidiaries pursuant to any tax sharing
agreements or other equity agreements in respect of Related Taxes among any such Parent Entity, the Company and/or the Restricted Subsidiaries
on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries;


 


(18)            
payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and the Restricted Subsidiaries
and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director,
officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company,
any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option
plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or
arrangements with any such employees, directors, officers, contractors or consultants (or their respective Controlled Investment Affiliates
or Immediate Family Members) that are, in each case, approved by the Company in good faith;


 


(19)            
employment and severance arrangements between the Company or the Restricted Subsidiaries and their respective officers, directors,
contractors, consultants, distributors and employees in the ordinary course of business or entered into in connection with or as a result
of the AMP Transfer Transactions;


 


(20)            
any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation
of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 4.07 or entered into with any Business
Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for
such type of arrangements in connection with similar transactions;


 


(21)            
transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is re-designated
as a Restricted Subsidiary as described under Section 4.12 and pledges of Capital Stock of Unrestricted Subsidiaries;


 


(22)            
any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company that is not
a Restricted Subsidiary, as lessor, which is approved by a majority of the members of the Board of Directors of the Company;


 


(23)            
intellectual property licenses in the ordinary course of business or consistent with past practice;


 


(24)            
payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice
(including any cash management activities related thereto);


 


(25)            
the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any
shareholder agreement;


 






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(26)            
 any Permitted Tax Restructuring; and


 


(27)            any
payments or other transactions pursuant to a tax sharing agreement between the Company and any other Person or a Restricted Subsidiary
and any other Person with which the Company or any of its Restricted Subsidiaries file a consolidated tax return or with which the Issuers
are part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation,
provided, however, that any such payments do not exceed the amounts of such tax that would have been payable by the Company and
its Restricted Subsidiaries on a stand-alone basis and the related tax liabilities of the Company and its Restricted Subsidiaries are
relieved thereby.


 


Section 4.09              
Limitation on Liens.


 


(a)                
The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist
any Lien upon any of its property or assets (including Capital Stock of a Restricted Subsidiary), whether owned on the Issue Date or
acquired after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness (such Lien,
the “Initial Lien”), except (i) in the case of any property or asset that does not constitute Collateral, (1) Permitted
Liens or (2) Liens on property or assets that are not Permitted Liens if the Notes, the Notes Guarantees and this Indenture are directly
secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Indebtedness secured
by such Initial Lien for so long as such Indebtedness is so secured, and (ii) in the case of any property or asset that constitutes Collateral,
Permitted Collateral Liens.


 


(b)               
Any such Lien created in favor of the Notes, the Notes Guarantees and this Indenture pursuant to Section 4.09(a)(i)(2) will be
automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates,
and (ii) otherwise as set forth under Section 10.04, the Intercreditor Agreement, any Additional Intercreditor Agreement and/or under
the relevant Security Documents.


 


(c)                
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of
such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount”
of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion
of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the
same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely
as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.


 


Section 4.10              
Impairment of Security Interest.


 


(a)                
The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action
that would have the result of materially impairing the Security Interest with respect to the Collateral (it being understood, subject
to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the
Security Interest with respect to the Collateral) for the benefit of the Trustee, the Security Agent and the Holders, and the Company
shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or the ABL Security Agent,
for the benefit of the Trustee, the Security Agent and the Holders and the other beneficiaries described in the Security Documents and
the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any of the Collateral
except that (i) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise
modify or replace any Security Documents for the purposes of Incurring Permitted Collateral Liens, (ii) the Company, and the Restricted
Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes
of undertaking a Permitted Reorganization, (iii) the Collateral may be discharged and released in accordance with this Indenture, the
applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, (iv) the applicable Security Documents
may be amended from time to time to cure any ambiguity, mistake, omission, defect, error or inconsistency therein and (v) the Company,
and the Restricted Subsidiaries may amend the Security Interests in any manner that does not adversely affect Holders in any material
respect; provided, however, that in the case of clauses (i), (ii) and (v) above, the Security Documents may not be amended,
extended, renewed, restated,


 






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supplemented, released or otherwise modified
or replaced, unless contemporaneously with any such action, the Company delivers to the Trustee, either (1) a solvency opinion, in a
form reasonably satisfactory to the Trustee from an Independent Financial Advisor confirming the solvency of the Company and its Subsidiaries,
taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release,
modification or replacement, (2) a certificate from the Board of Directors of the relevant Person, which confirms the solvency of the
Person granting such Security Interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement,
supplement, release, modification or replacement, or (3) an Opinion of Counsel, in a form reasonably satisfactory to the Trustee, confirming
that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification
or replacement, the Lien or Liens created under the Security Documents, so amended, extended, renewed, restated, supplemented, released,
modified or replaced are valid Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law,
that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement,
release, modification or replacement.


 


(b)               
In the event that the Company, or an applicable Restricted Subsidiary complies with the requirements of this Section 4.10, the
Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to any amendment, extension, renewal,
restatement, supplement, release or other modification or replacement requested in accordance with this Section 4.10 without the need
for instructions from any Holder.


 


Section 4.11              
Repurchase Upon Change of Control.


 


(a)                
If a Change of Control occurs, unless (i) a third party makes a change of control offer as described herein or (ii) the Issuers
have previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes as described
under paragraph 5 of the Notes, the Issuers will make an offer to purchase all of the Notes (equal to $200,000 in principal amount or
in integral multiples of $1,000 in excess thereof; provided that Notes of $200,000 or less in principal amount may only be redeemed
in whole and not in part) pursuant to the offer described below (the “Change of Control Offer”) at a price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to but excluding
the date of repurchase. Within 60 days following any Change of Control, the Issuers will deliver or cause to be delivered a notice of
such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to
the Trustee, to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the applicable
procedures of DTC describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes
for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60
days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice, except
in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below.


 


(b)               
To the extent that the provisions of any securities laws, rules or regulations, including Rule 14e-1 under the Exchange Act, conflict
with the provisions of this Indenture, the Company will comply with the applicable securities laws, rules and regulations and shall not
be deemed to have breached their obligations described in this Indenture by virtue thereof. The Issuers may rely on any no-action letters
issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain
conditions.


 


(c)                
The Issuers will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.11
applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer or (ii) a notice of redemption of all outstanding Notes has been given pursuant to this Indenture as described under
paragraph 5 of the Notes, unless and until there is a default in the payment of the redemption price on the applicable redemption date
or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be
satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control.


 






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(d)               
 The provisions under this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result
of a Change of Control may be waived or modified with the consent of the Holders of a majority in principal amount of the Notes then
outstanding.


 


(e)                
If and for so long as the Notes are listed on the Official List of the Exchange and if and to the extent that the rules of the
Exchange so require, the Issuers will notify the Exchange of any Change of Control Offer.


 


Section 4.12              
Designation of Restricted and Unrestricted Subsidiaries.


 


(a)                
The Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary and any Unrestricted Subsidiary to be a Restricted
Subsidiary, in each case, if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in the
Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.04 or under one or more clauses of the definition of “Permitted
Investment”, as determined by the Company. That designation will only be permitted if the Investment would be permitted at
that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


(b)                
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed
to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under
Section 4.06, the Company will be in default of Section 4.06.


 


(c)                
If an Unrestricted Subsidiary is designated as a Restricted Subsidiary, that designation will be deemed to be an Incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only
be permitted if (1) such Indebtedness is permitted under Section 4.06 (including pursuant to Section 4.06(b)(5), treating such designation
as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such designation had occurred at the
beginning of the Relevant Testing Period; and (2) no Default or Event of Default would be in existence immediately following such designation.
Any such designation by the Company or the re-designation of an Unrestricted Subsidiary to a Restricted Subsidiary as contemplated hereby
shall be evidenced to the Trustee on the date of such designation or re-designation by filing with the Trustee an Officer’s Certificate
certifying that such designation or re-designation complies with the preceding conditions.


 


Section 4.13              
Additional Guarantees.


 


(a)                
No Restricted Subsidiary shall Guarantee the Indebtedness outstanding under the ABL Facility, any other Credit Facility or any
Public Debt, in each case of either Issuer or a Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on
which the Guarantee of such other Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture
substantially in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary will provide a Notes Guarantee, which Notes
Guarantee will be senior to or pari passu in right of payment with, as applicable, such Restricted Subsidiary’s Guarantee
of such other Indebtedness; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor
to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise
to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference,
thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous
restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted
Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership,
directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect
to any Taxes) other than reasonable out of pocket expenses.


 


(b)               
At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary
to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable
preference, financial assistance, corporate purpose, capital


 






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maintenance or similar laws, regulations
or defenses affecting the rights of creditors generally) or other considerations under applicable law.


 


(c)                
 Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary:


 


(i) existing
on the Issue Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section
4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y)
20.0% of LTM EBITDA;


 


(ii) that existed
at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary; or


 


(iii) given to
a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has
a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent
thereof by Moody’s, in connection with the operation of cash management programs established for the Company’s benefit or
that of any Restricted Subsidiary.


 


(d)               
Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee and
the Security Agent shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement
or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes
Guarantee in accordance with these provisions, subject to customary protections and indemnifications.


 


Section 4.14              
Notes Guarantors and Collateral.


 


Subject to the Agreed Security
Principles and the Intercreditor Agreement, within 90 days of the Issue Date, the Company shall ensure that each of the Subsidiary Guarantors
shall become a Guarantor and, in connection therewith, cause such Subsidiary to deliver such agreements, instruments, certificates and
opinions of counsel as may be required to evidence its respective guarantee of the Notes.


 


Subject to the Agreed Security
Principles and the Intercreditor Agreement, on the Issue Date, the obligations of the Issuers and the Company shall be secured by the
first-priority Lien over the equity interests of Lux Holdco created by the Lux Holdco Share Pledge in favor of the Security Agent (on
behalf of itself, the Trustee and the Holders, among others).


 


Subject to the Agreed Security
Principles and the Intercreditor Agreement, within 90 days of the Issue Date, the Company shall ensure that it and each of its applicable
Subsidiary Guarantors enters into one or more security documents under which Liens on the assets identified on Schedule I-B are granted
in favor of the Security Agent (on behalf of itself, the Trustee and the Holders), as applicable.


 


Section 4.15              
Withholding Taxes.


 


(a)                
All payments made by or on behalf of an Issuer or any Guarantor (including any successor entity) (each, a “Payor”)
in respect of the Notes or with respect to any Notes Guarantee, as applicable, will be made free and clear of and without withholding
or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law or by the relevant
taxing authority’s interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes imposed
or levied by or on behalf of:


 


(1)               
any jurisdiction (other than the United States, any state thereof or the District of Columbia) from or through which payment on
any such Note or Notes Guarantee is made (including by the Paying Agent) or any political subdivision or governmental authority thereof
or therein having the power to tax; or


 


(2)               
any other jurisdiction (other than the United States, any state thereof or the District of Columbia) in which a Payor is organized,
resident, or doing business for tax purposes, or any political


 






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subdivision or
governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”),


 


will at any time be required by law to be made
from any payments made by or on behalf of the Payor with respect to any Note or any Notes Guarantee, including payments of principal,
redemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional
Amounts”) as may be necessary in order that the net amounts received by each Holder in respect of such payments, after such
withholding or deduction (including any such withholding or deduction in respect of such Additional Amounts), will not be less than the
amounts which would have been received by each Holder in respect of such payments on any such Note or Notes Guarantee in the absence
of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account
of:


 


(1)               
any Taxes, to the extent such Taxes would not have been so imposed but for the existence of any present or former connection between
the relevant Holder (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the
relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the
Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of such Note or the receipt of any payment
or the exercise or enforcement of rights under such Note, this Indenture or a Notes Guarantee);


 


(2)               
any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure by the Holder or the beneficial owner of
the Note to comply with a reasonable written request of the Payor addressed to the Holder or beneficial owner, after reasonable notice,
to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or
such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters,
whether required by a law, statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition
to exemption from all or part of such Tax, but in each case, only to the extent the Holder or beneficial owner is legally eligible to
do so;


 


(3)               
any Taxes, to the extent such Taxes are imposed as a result of the presentation of the Note for payment (where presentation is
required) more than 30 days after the later of the applicable payment date or the date the relevant payment is first made available for
payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented
on the last day of such 30-day period);


 


(4)               
any Taxes that are payable otherwise than by deduction or withholding from a payment made under or with respect to the Notes or
to any Notes Guarantee;


 


(5)               
any estate, inheritance, gift, sales, transfer, personal property or similar Tax;


 


(6)               
any Taxes imposed, deducted or withheld pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986,
as amended (the “Code”), as of the Issue Date (and any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations promulgated thereunder, or other official administrative
interpretations thereof and any agreements entered into pursuant to current section 1471(b) of the Code, as of the Issue Date (and any
amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreement (and any law,
regulation or practice implementing any such intergovernmental agreement) in respect of the foregoing; or


 


(7)               
any combination of the items (1) through (6) above.


 


(b)               
In addition, no Additional Amounts shall be paid with respect to any payment to a holder who is a fiduciary or a partnership or
any person other than the sole beneficial owner of such payment, to the extent that the beneficiary or settler with respect to such fiduciary,
the member of such partnership or the beneficial owner would not


 






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have been
entitled to Additional Amounts had such beneficiary, settler, member or beneficial owner held such Notes directly.


 


(c)                
In addition, the Payor will pay, and reimburse each applicable Holder for, any present or future stamp, issue, registration, court
or documentary taxes, or similar charges or levies (including any related interest, penalties or other similar liabilities with respect
thereto) or any other excise, property or similar taxes or similar charges or levies (including any related interest, penalties or similar
liabilities with respect thereto) that arise in a Relevant Taxing Jurisdiction from (i) the execution, issuance, delivery or registration
of the Notes, any Notes Guarantee, this Indenture, or any other document or instrument in relation thereto, or (ii) the receipt
of any payments under or with respect to, or enforcement of, the Notes or any Notes Guarantee (limited, solely in the case of any such
taxes attributable to the receipt of payments, to any such taxes that are not excluded under clauses (1) through (3), (5), or (6)
above).


 


(d)               
The Payor, if it is the applicable withholding agent, will (i) make any required withholding or deduction, (ii) remit the full
amount deducted or withheld to the relevant tax authority in accordance with applicable law and (iii) upon written request, provide certified
copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such
Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably
practicable to the Trustee (with a copy to the Principal Paying Agent). Such copies shall be made available to the Holders upon reasonable
request and will be made available at the offices of the Principal Paying Agent.


 


(e)                
If any Payor is obligated to pay Additional Amounts with respect to any payment made on any Note or any Notes Guarantee, at least
30 days prior to the date of such payment, the Payor will deliver to the Trustee and the Principal Paying Agent an Officer’s Certificate
stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary
to enable the Principal Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay
Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s
Certificate as promptly as practicable thereafter). The Trustee and the Principal Paying Agent shall be entitled to rely solely on such
Officer’s Certificate as conclusive proof that such payments are necessary.


 


(f)                 
Wherever in this Indenture or the Notes there is mentioned, in any context:


 


(1)               
the payment of principal;


 


(2)               
redemption prices or purchase prices in connection with a redemption or purchase of the Notes;


 


(3)               
interest; or


 


(4)               
any other amount payable on or with respect to any of the Notes or any Notes Guarantee,


 


such reference shall be deemed to include payment
of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.


 


(g)               
The foregoing obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or
beneficial owner, and will apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the
District of Columbia) in which any successor to a Payor is organized, resident, or doing business for tax purposes, or any jurisdiction
from or through which any payment under, or with respect to the Notes (or any Notes Guarantee) is made by or on behalf of such Payor,
or any political subdivision or taxing authority or agency thereof or therein.


 






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Section 4.16              
Suspension of Covenants on Achievement of Investment Grade Status.


 


(a)                
Following the first day that:


 


(1)               
the Notes have achieved Investment Grade Status; and


 


(2)               
no Default or Event of Default has occurred and is continuing under this Indenture,


 


then, beginning on that day and continuing
until the Reversion Date, the Company and the Restricted Subsidiaries will not be subject to the following Sections of this Indenture
(collectively, the “Suspended Covenants”): 4.04, 4.05, 4.06, 4.07, 4.08, 4.13 and the provisions of Section 5.01(a)(3),
and, in each case, any related default provision of this Indenture will cease to be effective and will not be applicable to the Company
and its Restricted Subsidiaries.


 


(b)               
If at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated
as if such covenants had never been suspended (the “Reversion Date”) and will be applicable pursuant to the terms
of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this
Indenture), unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended Covenants shall no longer
be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event
of Default or breach of any kind shall be deemed to exist under the Notes Documents with respect to the Suspended Covenants based on,
and none of the Company or any of the Restricted Subsidiaries shall bear any liability with respect to such Suspended Covenants for,
any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation
arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended
Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion
Date is referred to as the “Suspension Period.”


 


(c)                
On the Reversion Date, all Indebtedness incurred during the Suspension Period (other than any Indebtedness incurred under the
ABL Facility) will be deemed to have been outstanding on the Issue Date so that it is classified as permitted under Section 4.06(b)(4)(a).
On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens pursuant to clause
(11) of such definition. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section
4.04 will be made as though the covenants described under Section 4.04 had been in effect since the Issue Date and prior to, but not
during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available
to be made as Restricted Payments under Section 4.04. On the Reversion Date, the amount of Excess Proceeds shall be reset at zero. Any
Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be
deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.08(c)(6). Any encumbrance or
restriction on the ability of any Restricted Subsidiary to take any action described in Section 4.05(a) that becomes effective during
the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 4.05(b)(1).
On and after each Reversion Date, the Company and the Restricted Subsidiaries will be permitted to consummate the transactions contemplated
by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during
such Suspension Period.


 


(d)               
In addition, any future obligation to grant further Notes Guarantees shall be released. All such further obligation to grant Notes
Guarantees shall be reinstated upon the Reversion Date.


 


(e)                
There can be no assurance that the Notes will ever achieve or maintain Investment Grade Status.


 


(f)                 
The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of
the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status or upon the occurrence of the Reversion
Date. The Issuers shall notify the Trustee that the conditions under this Section 4.16 have been satisfied, although such notification
shall not be a condition for suspension of the applicable covenants to be effective.


 






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ARTICLE 5


MERGER AND CONSOLIDATION


 


Section 5.01              
The Company.


 


(a)                
The Company will not consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its assets, in one transaction or a series of related transactions, to any Person, unless:


 


(1)               
the resulting, surviving or transferee Person (the “Successor Company”) will be (x) a Person organized and
existing under the laws of England and Wales, Germany, any member state of the European Union or the European Economic Area, or the United
States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland
or Australia or Bermuda and (y) the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed
and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture and all obligations of the Company
under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, as applicable;


 


(2)               
immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable
Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the
applicable Successor Company or such Subsidiary at the time of such transaction), no Default has occurred and is continuing;


 


(3)               
immediately after giving effect to such transaction, either (a) the Company or the applicable Successor Company would be able
to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.06(a) or (b) the Fixed Charge Coverage Ratio of the Company
and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction;


 


(4)               
any Guarantor (other than the Company), unless it is the other party to the transactions described above, will have by supplemental
indenture confirmed that its Notes Guarantee will apply to such Person’s obligations under this Indenture and the Notes;


 


(5)               
the Company or the Successor Company, as the case may be, shall have delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (in the case of
a Successor Company) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (in the case
of a Successor Company) is a legal and binding agreement enforceable against the Successor Company, provided that in giving an
Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses
(1), (2) and (3) of this Section 5.01; and


 


(6)               
the Holders (or the Security Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the
purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods)
guarantees and security (if any) over the same or substantially equivalent assets and over the shares (or other interests) in the Company
or the Successor Company, save to the extent such assets or shares (or other interests) cease to exist (provided that if the shares
(or other interests) in the Company cease to exist, security will be granted (subject to the Agreed Security Principles) over the shares
(or other interests) in the Successor Company).


 


(b)               
The Successor Company will succeed to, and be the substitute for, and may exercise every right and power of, the Company under
the Notes and the Indenture.


 


(c)                
This Article 5 shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary.


 






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ARTICLE 6


DEFAULTS AND REMEDIES


 


Section 6.01              
Events of Default.


 


(a)                
Each of the following is an “Event of Default”:


 


(1)               
default in any payment of interest on any Note when due and payable, continued for 30 days;


 


(2)               
default in the payment of the principal amount of or premium, if any, on any Note when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise;


 


(3)               
failure by either Issuer or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or
by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any agreement or obligation contained in this
Indenture (in each case, other than those set out in clauses (1) or (2) of this Section 6.01(a));


 


(4)               
the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed which is Incurred or Guaranteed by the Company or any Significant Subsidiary,
other than Indebtedness owed to the Company or a Restricted Subsidiary, which:


 


(a)                
is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable
grace periods) provided in such Indebtedness (a “payment default”); or


 


(b)               
results in the acceleration of such Indebtedness prior to its stated final maturity (the “cross acceleration provision”),


 


and, in each case, the aggregate principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment
default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has
been accelerated, is in excess of the greater of (x) $165.0 million and (y) 30.0% of LTM EBITDA;


 


(5)               
any of the following occurs:


 


(a)                
a decree or order for relief in respect of either Issuer, the Company or a Significant Subsidiary in an involuntary case or proceeding
under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional;


 


(b)               
a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional:


 


(i)             adjudging
that either Issuer, the Company or a Significant Subsidiary is bankrupt or insolvent;




 


(ii)
            other than on a solvent basis, seeking reorganization, arrangement,
adjustment, proposal or composition of or in respect of any Issuer, the Company or that Significant Subsidiary;




 


(iii)           other
than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, assignee, trustee,
sequestrator (or other similar official) for any substantial part of their respective properties; or


 






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(iv)
           other than on a solvent basis, ordering the winding up, dissolution or liquidation
of the affairs of either Issuer, the Company or a Significant Subsidiary,


 


and any such decree, order or appointment continues to be
in effect and unstayed for a period of 60 consecutive days; or


 


(c)                
either Issuer, the Company or a Significant Subsidiary:


 


(i)
             consents to the filing of a petition, application, answer, proposal
or consent seeking reorganization or relief under any applicable Bankruptcy Law;


 


(ii)
             consents to the entry of a decree or order for relief in respect
thereof in an involuntary case or proceeding under any applicable Bankruptcy Law;


 


(iii)
             consent to the commencement of any bankruptcy or insolvency in
respect thereof under any applicable Bankruptcy Law;


 


(iv)
             other than on a solvent basis, consents to the appointment of,
or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner,
supervisor, assignee, trustee, sequestrator or similar official for any substantial part of their respective properties;


 


(v)
             other than on a solvent basis, makes an assignment or proposal
for the benefit of its creditors generally; or


 


(vi)
             admits it is insolvent or admits in writing its inability to
pay its debts generally as they become due or commits an “act of bankruptcy” under any applicable Bankruptcy Law,


 


which, in each case, is sanctioned by a court and becomes
unconditional;


 


(6)               
failure by the Company, the Issuers or a Significant Subsidiary to pay final judgments aggregating in excess of the greater of
(x) $165.0 million and (y) 30.0% of LTM EBITDA, other than any judgments covered by indemnities provided by, or insurance policies issued
by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60
days (after receipt of notice as described in Section 6.01(b)) after such judgment becomes final, and in the event such judgment is covered
by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed
(the “judgment default provision”);


 


(7)               
any Security Interest under the Security Documents having a fair market value in excess of the greater of (x) $165.0 million and
(y) 30.0% of LTM EBITDA shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the relevant
Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and this Indenture) for any reason other than
the satisfaction in full of all obligations under this Indenture or the release of any such Security Interest in accordance with the
terms of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Security Documents or any such Security
Interest created thereunder shall be declared invalid or unenforceable or the Company or any Restricted Subsidiary shall assert in writing
that any such Security Interest is invalid or unenforceable and any such Default continues for 30 days; and


 


(8)               
except as permitted under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement (including with
respect to any limitations), any Notes Guarantee of one or more Guarantors that together constitute a Significant Subsidiary (a “Significant
Guarantor”) is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect, or is denied or disaffirmed by such Significant Guarantor or any Person acting on behalf of it.


 




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(b)               
 However, a Default under Section 6.01(a)(4) or Section 6.01(a)(6) will not constitute an Event of Default until the Trustee or
the Holders of at least 30% in aggregate principal amount of the outstanding Notes notify the Issuers of the Default and, with respect
to Section 6.01(a)(4) and Section 6.01(a)(6), the Company does not cure such Default within 60 days after receipt of such notice.


 


Section 6.02              
Acceleration.


 


(a)                
If an Event of Default (other than an Event of Default under Section 6.01(a)(5)) occurs and is continuing, the Trustee by written
notice to the Company or the Holders of at least 30% in aggregate principal amount of the outstanding Notes by written notice to the
Issuers and the Trustee may, and the Trustee (subject to certain conditions) at the request of such Holders shall, declare the principal
of and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal and accrued
and unpaid interest, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because
an Event of Default described in Section 6.01(a)(4) has occurred and is continuing, the declaration of acceleration of the Notes shall
be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(4)
shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default
shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and the annulment
of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction.


 


(b)               
If an Event of Default under Section 6.01(a)(5) with respect to an Issuer occurs and is continuing, the principal of and accrued
and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders.


 


Section 6.03              
Other Remedies.


 


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


 


(b)               
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 shall
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.


 


(c)                
Holders may not enforce this Indenture or the Notes except as provided in this Indenture and may not enforce the Security Documents
except as provided in such Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement.


 


(d)               
(i) if a Default for a failure to report or failure to deliver a required certificate in connection with another default (an “Initial
Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver
a required certificate in connection with another default that resulted solely because of that Initial Default will also be cured without
any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed in Section 4.02
or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon
the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is
not within the prescribed period specified in this Indenture.


 


Section 6.04              
Waiver of Past Defaults.


 


(a)                
Subject to Section 6.07 and Section 9.02 hereof, the Holders of a majority in principal amount of the outstanding Notes under
this Indenture may waive all past or existing Defaults or Events of Default (except with respect to nonpayment of principal, premium,
interest or Additional Amounts, if any, on any Note held by a non-consenting Holder, which may only be waived with the consent of Holders
of not less than 90% of the aggregate principal amount of the outstanding Notes) and rescind any such acceleration with respect to such
Notes and its


 




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consequences (including the payment default that
resulted from such acceleration) if rescission would not conflict with any judgment or decree of a court of competent jurisdiction.


 


(b)               
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


Section 6.05              
Control by Majority.


 


Except as otherwise
set forth herein, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
In the event an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice,
the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of
its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to
taking any action under this Indenture, the Trustee will be entitled to indemnification and/or security satisfactory to the Trustee in
its sole discretion against all fees, losses, liabilities and expenses caused by taking or not taking such action.


 


Section 6.06              
Limitation on Suits.


 


The Trustee will be under
no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee in its sole discretion against any loss, liability
or expense. Except to enforce the right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect
to this Indenture or the Notes unless:


 


(1)               
such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(2)               
Holders of at least 30% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;


 


(3)               
such Holders have offered in writing, and if requested, provided to the Trustee security and/or indemnity satisfactory to the
Trustee in its sole discretion against any loss, liability or expense;


 


(4)               
the Trustee has not complied with such request within 60 days after the receipt of the written request and the security and/or
indemnity; and


 


(5)               
the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, in
the opinion of the Trustee, is inconsistent with such request within such 60-day period.


 


Section 6.07              
Rights of Holders of Notes to Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on, if any, interest or Additional
Amounts, if any, 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, shall not be impaired or affected without
the consent of Holders of not less than 90% of the then outstanding aggregate principal amount of the Notes affected.


 






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Section 6.08              
Collection Suit by Trustee.


 


If an Event of Default specified
in Section 6.01(a)(1) or Section 6.01(a)(2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Issuers for the whole amount of principal of, premium on, if any, interest and Additional
Amounts, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any amounts due to the Trustee under Section 7.07.


 


If the Issuers fail to pay
such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding
in its own name for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce
the same against the Issuers or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Issuers or any other obligor upon the Notes, wherever situated.


 


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 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
allowed in any judicial proceedings relative to an Issuer (or any other obligor upon the Notes), its creditors or its property and shall
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 shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for
the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee
under Section 7.07. 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 out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall 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 shall 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.


 


Section 6.10              
Priorities.


 


Subject to the Intercreditor
Agreement and any Additional Intercreditor Agreement, to the extent applicable, if the Trustee or the Security Agent collects any money
pursuant to this Article 6 or from the enforcement of any Security Document, it shall pay out (or in the case of the Security Agent,
it shall pay to the Trustee to pay out) the money in the following order:


 


First: to
the Trustee, the Security Agent, the Agents and their agents and attorneys for amounts due under Section 7.07, including payment of all
compensation, disbursements, expenses and liabilities incurred, and all advances made, by the Trustee, the Security Agent and the Agents
(as the case may be) and the costs and expenses of collection;


 


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


 


Third: to
the Issuers, to a relevant Guarantor or to such party as a court of competent jurisdiction shall direct.


 




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The Trustee may fix a record
date and payment date for any payment to Holders 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 Indenture or in any suit against the Trustee for any action taken or omitted by it as the 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, 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 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Notes.


 


Section 6.12              
Restoration of Rights and Remedies.


 


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Issuers, any Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding
had been instituted.


 


Section 6.13              
Rights and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14              
Delay or Omission Not Waiver.


 


No delay or omission of the
Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.


 


ARTICLE 7

TRUSTEE


 


Section 7.01              
Duties of Trustee.


 


(a)                
If an Event of Default, of which a Responsible Officer of the Trustee has received written notice, has occurred and is continuing,
the Trustee will exercise such of the rights and powers vested in it hereunder and use the same degree of care that a prudent Person
would use in conducting its own affairs.


 


(b)               
Subject to the provisions of Section 7.01(a):


 


(1)               
the duties of the Trustee and the Security Agent will be determined solely by the express provisions of this Indenture and the
Trustee and the Security Agent need perform only those duties that are specifically set forth in this Indenture, the Intercreditor Agreement
and any Additional Intercreditor Agreement and no others, and no implied covenants, duties or obligations shall be read into this Indenture
against the Trustee and the Security Agent; and


 




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(2)               
 in the absence of bad faith on its part, the Trustee and the Security Agent 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 the Security Agent
and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions expressly required
under this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein).


 


(c)                
The Trustee and the Security Agent may not be relieved from liabilities for their own respective grossly negligent action, their
own respective grossly negligent failure to act, their own respective willful misconduct, or their own respective fraud, except that:


 


(1)               
this Section 7.01(c) does not limit the effect of Section 7.01(b);


 


(2)               
the Trustee and the Security Agent will not be liable for any error of judgment made in good faith by a Responsible Officer, unless
it is proved that the Trustee or the Security Agent was grossly negligent in ascertaining the pertinent facts; and


 


(3)               
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 Sections 6.02, 6.04 or 6.05 hereof; provided, however, that the Trustee’s conduct does
not constitute willful misconduct, fraud or gross negligence.


 


(d)               
Whether or not therein expressly so provided, every provision of this Indenture, the Intercreditor Agreement or any Additional
Intercreditor Agreement that in any way relates to the Trustee or the Security Agent is subject to Sections 7.01(a), (b) and (c).


 


(e)                
No provision of the Notes Documents will require the Trustee or the Security Agent to expend or risk its own funds or incur any
liability. The Trustee and the Security Agent may refrain from taking any action if such action will result in the incurrence of a cost
to the Trustee or the Security Agent and the Trustee or Security Agent has reasonable grounds for believing that repayment of such funds
is not assured to it (unless the Trustee and the Security Agent have been offered security and indemnity satisfactory to them against
any such expense). Neither the Trustee nor the Security Agent will be under any obligation to exercise any of their respective rights
and powers under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement at the request of any Holders,
unless such Holder has offered to the Trustee and the Security Agent security and indemnity (including by way of pre-funding) satisfactory
to them against any loss, liability or expense.


 


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


 


(g)               
The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events
of Default) unless a Responsible Officer assigned to and working in the Trustee’s corporate trust and agency department has actual
knowledge thereof or unless written notice thereof is received by the Trustee in accordance with the terms of this Indenture and such
notice clearly references the Notes, the Issuers or this Indenture.


 


Section 7.02              
Rights of Trustee and the Security Agent.


 


(a)                
The Trustee and the Security Agent may conclusively rely and shall be fully protected in relying upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The Trustee and the Security Agent need not investigate any
fact or matter stated in the document.


 


(b)               
Before the Trustee or the Security Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion
of Counsel or both. Neither the Trustee nor the Security Agent will be liable for any action it takes or omits to take in good faith
in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee and the Security Agent may consult with counsel or
other professional advisors at the expense of the Issuers and the written


 




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advice of such counsel, professional advisor
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 them hereunder in good faith and in reliance thereon.


 


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


 


(d)               
Neither the Trustee nor the Security Agent will 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 the Notes Documents; provided, however, that the Trustee’s
conduct does not constitute willful misconduct, fraud or gross negligence.


 


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


 


(f)                 
The Trustee and the Security Agent will be under no obligation to exercise any of the rights or powers vested in it by the Notes
Documents at the request or direction of any of the Holders unless such Holders have offered to the Trustee and the Security Agent indemnity
and/or security (including by way of pre-funding) satisfactory to them against the losses, liabilities and expenses that might be incurred
by them in compliance with such request or direction.


 


(g)               
The Trustee and the Security Agent shall have no duty to inquire as to the performance of the covenants of the Company and/or
its Restricted Subsidiaries. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except:
(i) any Event of Default occurring pursuant to Section 6.01(a)(1) or Section 6.01(a)(2) (provided that it is acting as Principal
Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer shall have received written notification. Delivery
of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt
of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s and/or its Restricted Subsidiaries compliance with any of their covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


(h)               
The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible
or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations
imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase,
as applicable, of any interest in any Notes.


 


(i)                 
The rights, privileges, indemnities, protections, immunities and benefits given to the Trustee, including its right to be indemnified
and/or secured (including by way of pre-funding) to its satisfaction, are extended to, and shall be enforceable by the Trustee in each
of its capacities hereunder and the applicable Notes Documents, the Security Agent and by each agent (including the Agents), custodian
and other person employed to act hereunder and the applicable Notes Documents. Absent willful misconduct, fraud or gross negligence,
the Trustee, the Security Agent and each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine
and from the proper party.


 


(j)                 
In the event the Trustee and the Security Agent receive inconsistent or conflicting requests and indemnity from two or more groups
of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions
of this Indenture, the Trustee and the Security Agent, in their sole discretion, may determine what action, if any, will be taken and
shall not incur any liability for their failure to act until such inconsistency or conflict is, in their reasonable opinion, resolved.


 


(k)               
In no event shall the Trustee or the Security Agent be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by acts of war or terrorism involving the United States, the United Kingdom or any member
state of the European Monetary Union or any other national or international calamity or emergency (including, but not limited to, natural
disasters, acts of God, civil unrest, local or national disturbance or disaster, or the unavailability of the Federal Reserve Bank wire
or facsimile or other wire or


 




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communication facility), it being understood
that the Trustee or the Security Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


(l)                 
Neither the Trustee nor the Security Agent is required to give any bond or surety with respect to the performance or its duties
or the exercise of its powers under this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes.


 


(m)              
The permissive right of the Trustee and the Security Agent to take the actions permitted by this Indenture, the Intercreditor
Agreement or any Additional Intercreditor Agreement shall not be construed as an obligation or duty to do so.


 


(n)               
The Trustee and the Security Agent will not be liable to any Person if prevented or delayed in performing any of its obligations
or discretionary functions under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement by reason of any
present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.


 


(o)               
The Trustee and the Security Agent shall not under any circumstances be liable for any consequential loss (being loss of business,
goodwill, opportunity or profit of any kind) or punitive damages of the Issuers, any Restricted Subsidiary or any other Person (or, in
each case, any successor thereto) which arises out of or in connection with this Indenture, even if advised of it in advance and even
if foreseeable.


 


(p)               
The Trustee and the Security Agent 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 and the Security Agent, in their discretion, may make such further inquiry
or investigation into such facts or matters as they may see fit, and, if the Trustee and the Security Agent shall determine to make such
further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuers personally or by agent
or attorney.


 


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


 


(r)                 
Notwithstanding anything else herein contained, the Trustee, the Security Agent and any Agent may refrain without liability from
doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the
European Union, the United States of America, in each case, or any jurisdiction forming a part of it and England & Wales) or any
directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion,
necessary to comply with any such law, directive or regulation.


 


(s)                
The Trustee and the Security Agent may refrain from taking any action in any jurisdiction if the taking of such action in that
jurisdiction would be, in their opinion, based upon legal advice in the relevant jurisdiction, contrary to any law of that jurisdiction
or, to the extent applicable, the State of New York.


 


(t)                 
The Trustee and the Security Agent may retain counsel and professional advisors to assist them in performing their duties under
this Indenture. The Trustee and the Security Agent may consult with such professional advisors or with counsel, and the advice or opinion
of such professional advisors or counsel with respect to legal or other matters relating to this Indenture and the Notes shall be full
and complete authorization and protection from liability in respect of any action taken, omitted or suffered by them hereunder in good
faith and in accordance with the advice or opinion of such counsel or professional advisors.


 


(u)               
At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction
to the Trustee to enforce such Collateral, the Trustee is not required to give


 




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any direction to the Security Agent with respect
thereto unless it has been indemnified and secured in accordance with Section 7.01(e). In any event, in connection with any enforcement
of such security, the Trustee is not responsible for:


 


(1)               
any failure of the Security Agent to enforce such security within a reasonable time or at all;


 


(2)               
any failure of the Security Agent to pay over the proceeds of enforcement of the Collateral;


 


(3)               
any failure of the Security Agent to realize such security for the best price obtainable;


 


(4)               
monitoring the activities of the Security Agent in relation to such enforcement;


 


(5)               
taking any enforcement action itself in relation to such Collateral;


 


(6)               
agreeing to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for
its own account; or


 


(7)               
paying any fees, costs or expenses of the Security Agent.


 


(v)               
The Trustee and the Security Agent may assume without inquiry in the absence of actual knowledge that the Issuers are duly complying
with their obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default
or other event which would require repayment of the Notes has occurred.


 


(w)              
The duties and obligations of the Trustee and the Security Agent shall be subject to the provisions of the Intercreditor Agreement
and any Additional Intercreditor Agreement, to the extent applicable.


 


Section 7.03              
Individual Rights of Trustee and the Security Agent.


 


The Trustee, the Security
Agent and the Agents in their respective individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuers or any Affiliate of an Issuer with the same rights they would have if they were not Trustee and Security Agent.
However, in the event that the Trustee has actual knowledge that is has acquired any conflicting interest it must eliminate such conflict
within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.


 


Section 7.04              
Trustee’s and Security Agent’s Disclaimer.


 


The Trustee and Security
Agent will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, any Guarantee,
the Intercreditor Agreement or any Additional Intercreditor Agreement, they shall not be accountable for the Issuers’ use of the
proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture,
they will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and they 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 Indenture or the Intercreditor Agreement other than its certificate of authentication.


 


Section 7.05              
Notice of Defaults.


 


If a Default occurs and is
continuing and a Responsible Officer of the Trustee is informed in writing of such occurrence by the Issuers, the Trustee must give notice
of the Default to the Holders within 60 days after being notified by the Issuers. Except in the case of a Default in the payment of principal
of, or premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as the Trustee in good faith determines
that withholding notice is in the interests of the Holders.


 






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Section 7.06              
[Reserved.]


 


Section 7.07              
Compensation and Indemnity.


 


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


 


(b)               
The Issuers, failing which the Guarantors, shall indemnify the Trustee and the Security Agent and their officers, directors, employees
and agents against any and all losses, liabilities or expenses (including attorneys’ fees and expenses) incurred by them arising
out of or in connection with the acceptance or administration of their duties under this Indenture and the Intercreditor Agreement, including
the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending
themselves against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection
with the exercise or performance of any of their powers or duties hereunder (including the costs and expenses of enforcing this Indenture,
the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents against the Issuers and the Guarantors
(including this Section 7.07) and defending themselves against any claim, whether asserted by the Issuers, the Guarantors, any Holder
or any other Person, or liability in connection with the execution and performance of any of their powers and duties hereunder), except
to the extent any loss, liability or expense may be attributable to their gross negligence, fraud or willful misconduct. The Trustee
and the Security Agent will notify the Issuers promptly of any claim for which they may seek indemnity. Failure by the Trustee and the
Security Agent to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. Except
where the interests of the Issuers and the Guarantors, on the one hand, and the Trustee and the Security Agent, on the other hand, may
be adverse, the Issuers or such Guarantor will defend the claim and the Trustee and the Security Agent will provide reasonable cooperation
at the Issuers’ or such Guarantor’s expense in the defense. The Trustee and the Security Agent may have separate counsel
of their own choosing and the Issuers will pay the properly incurred fees and expenses of such counsel. Neither Issuer nor any Guarantor
needs pay for any settlement made without its written consent, which consent may not be unreasonably withheld.


 


(c)                
The obligations of the Issuers and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this
Indenture, any termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee and the Agents.


 


(d)               
To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, 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 of, premium
on, if any, interest or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this
Indenture.


 


(e)                
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(5) 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 Bankruptcy Law.


 


(f)                 
The indemnity contained in this Section 7.07 shall survive the discharge or termination of this Indenture and shall continue for
the benefit of the Trustee and the Security Agent notwithstanding its resignation or retirement.


 


Section 7.08              
Removal, Resignation and Replacement of Trustee.


 


(a)                
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 7.08.


 




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(b)               
 The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The
Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Issuers in writing and may appoint a successor Trustee. The Issuers shall remove the Trustee, or any Holder who has been a bona
fide Holder for not less than six months may petition any court for removal of the Trustee and appointment of a successor Trustee,
if:


 


(1)               
the Trustee fails to comply with Section 7.10;


 


(2)               
the Trustee is adjudged bankrupt or insolvent;


 


(3)               
a receiver or other public officer takes charge of the Trustee or its property;


 


(4)               
the Trustee otherwise becomes incapable of acting as Trustee hereunder; or


 


(5)               
the Trustee has or acquires a conflict of interest not eliminated in accordance with Section 7.03.


 


(c)                
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers 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 Issuers.


 


(d)               
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring
Trustee (at the expense of the Issuers), the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the retiring Trustee may appoint
a successor Trustee at any time prior to the date on which a successor Trustee takes office.


 


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


 


(f)                 
A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. 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 Indenture. The successor Trustee will deliver a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee
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 Issuers’ 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.


 


In case any Notes shall have
been authenticated, but not delivered, by the Trustee then in office, any successor by consolidation, merger or conversion to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


 


Section 7.10              
Eligibility; Disqualification.


 


There will at all times be
a Trustee hereunder that is an entity established or registered under the laws of England and Wales, the United States of America or
of any state thereof, or a European Union member state or a political subdivision thereof that is authorized under such laws to exercise
corporate trustee power, and which is


 




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generally recognized as an entity which customarily
performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the Offering
of the Notes as described in the Offering Memorandum.


 


Section 7.11              
Resignation of Agents.


 


Any Agent may resign and
be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation
to the Trustee and Issuers. The Trustee or Issuers may remove any Agent at any time by giving thirty (30) days’ prior written notice
to any Agent. Upon such notice, a successor Agent shall be appointed by the Issuers, who shall provide written notice of such to the
Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the
Issuers are unable to replace the resigning Agent within thirty (30) days after such notice, the Agent shall deliver any funds then held
hereunder in its possession to the Trustee or may appoint a successor Agent (provided that such Agent shall be satisfactory to
the Issuers and the Trustee) and may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other
appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with
such proceeding shall be paid by the Issuers. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds
then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon
its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection
with this Indenture, but shall continue to enjoy the benefit of Section 7.07.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01              
Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Issuers may at any time,
at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to
have either Section 8.02 or Section 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.


 


Upon the Issuers’ exercise
under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.05 hereof, be deemed to have been discharged from their obligations with respect
to all outstanding Notes (including the Notes Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Notes Guarantees), which will thereafter be deemed
to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Notes Guarantees and the Notes Documents
(and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)               
the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest or
Additional Amounts, if any, on, such Notes when such payments are due from the trust referred to in Section 8.05 hereof;


 


(2)               
the Issuers’ obligations with respect to the Notes under Article 2 hereof;


 


(3)               
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations
in connection therewith; and


 


(4)               
this Article 8.


 




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Subject to compliance with
this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under
Section 8.03 hereof.


 


If the Issuers exercise their
legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes and the
Security Documents and the rights of the Trustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement,
in effect at such time will terminate (other than with respect to the trust referred to in Section 8.05).


 


Section 8.03              
Covenant Defeasance.


 


Upon the Issuers’ exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.05 hereof, (a) be released from each of their obligations under the covenants contained
in Sections 4.02, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.01 and 5.02 (other than with respect to clauses
(1), (2) and (5) of Section 5.01(a)) and thereafter any omission to comply with such obligations shall not constitute a Default or an
Event of Default with respect to the Notes and (b) be released from the operation of Sections 6.01(a)(3) (other than with respect to
clauses (1), (2) and (5) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5) (other than with respect to the Issuers and Significant Subsidiaries
(or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company
and the Restricted Subsidiaries) would constitute a Significant Subsidiary of an Issuer), 6.01(a)(6), 6.01(a)(7) and 6.01(a)(8), in each
case, with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.05 hereof 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 the 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
and Notes Guarantees, the Issuers and the Guarantors 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 Indenture and such Notes and Notes Guarantees will be unaffected thereby.


 


Section 8.04              
Survival of Certain Obligations.


 


Notwithstanding Sections
8.02 and 8.03, the Issuers’ obligations under Section 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 7.07, 7.08 and under this Article 8 shall
survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations under Section 7.07 and 8.08 shall survive.


 


Section 8.05              
Conditions to Legal or Covenant Defeasance.


 


In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof, the Issuers must irrevocably deposit in trust with
the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof,for the payment of principal, premium, if any,
and interest on the Notes to redemption or maturity, as the case may be, and must deliver to the Trustee:


 


(1)               
an Opinion of Counsel, subject to customary assumptions and exclusions, to the effect that beneficial owners of Notes, will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to
U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit
and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the U.S.
Internal Revenue Service or change in applicable U.S. federal income tax law since the issuance of the Notes);


 


(2)               
an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying,
defrauding or preferring any creditors of the Company; and


 




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(3)               
 an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case
may be, have been complied with.


 


Section 8.06              
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.07 hereof,
cash in U.S. Dollars or U.S. Government Obligations, or a combination thereof and including the proceeds thereof, deposited with the
Trustee (or such entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.06, the “Trustee”)
pursuant to Section 8.05 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 Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting
as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent
required by law.


 


The Issuers will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in U.S. Dollars or U.S. Government
Obligations, or a combination thereof deposited pursuant to Section 8.05 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.


 


Notwithstanding anything
in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any
cash in U.S. Dollars or U.S. Government Obligations, or a combination thereof held by it as provided in Section 8.05 hereof which 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 8.07              
Repayment to Issuers.


 


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


 


Section 8.08              
Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any cash in U.S. Dollars or U.S. Government Obligations, or a combination thereof 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 Issuers’ and the Guarantors’ obligations under this Indenture and the
Notes and the Notes Guarantees 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 Principal 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 Issuers makes any payment of principal of, premium on, if any,
interest or Additional Amounts, if any, on, any Note following the reinstatement of its obligations, the Issuers 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.


 






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ARTICLE 9


AMENDMENT, SUPPLEMENT
AND WAIVER


 


Section 9.01              
Without Consent of Holders of Notes.


 


Notwithstanding Section 9.02
hereof, without the consent of any Holder, the Company, the Issuers, the Trustee and the other parties thereto, as applicable, may amend
or supplement any Notes Documents to:


 


(1)               
cure any ambiguity, omission, mistake, defect, error or inconsistency;


 


(2)               
provide for the assumption by a successor Person of the obligations of the Issuers or a Guarantor under any Notes Document;


 


(3)               
add to the covenants or provide for a Guarantee for the benefit of the Holders or surrender any right or power conferred upon
the Company or any Restricted Subsidiary;


 


(4)               
make any change that would provide additional rights or benefits to the Trustee or the Holders or make any change (including changing
the ISIN, CUSIP or other identifying number on any Notes) that does not adversely affect the rights of the Trustee or any Holder in any
material respect;


 


(5)               
make such provisions as necessary (as determined in good faith by the Board of Directors or a member of senior management of the
Company) for the issuance of Additional Notes that may be issued in compliance with this Indenture;


 


(6)               
provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 4.06 or Section 4.13, to add Notes Guarantees
with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge
or retaking of any Notes Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking
is provided for under this Indenture, the Security Documents, the Intercreditor Agreement or, any Additional Intercreditor Agreement;


 


(7)               
to conform the text of this Indenture, the Security Documents or the Notes to any provision of the “Description of the
Notes” section of the Offering Memorandum, to the extent that such provision in the “Description of the Notes”
section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents
or the Notes;


 


(8)               
evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreement or any Additional
Intercreditor Agreement of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to
any Notes Document;


 


(9)               
in the case of the Security Documents, to mortgage, pledge, hypothecate or grant a Security Interest in favor of the Security
Agent for the benefit of the Holders or lenders under the ABL Facility, in any property which is required by the Security Documents or
the ABL Facility (as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a Security Interest is required
to be granted to the Security Agent, or to the extent necessary to grant a Security Interest in the Collateral for the benefit of any
Person; provided that the granting of such Security Interest is not prohibited by this Indenture or the Intercreditor Agreement
or any Additional Intercreditor Agreement and Section 4.10 is complied with;


 


(10)            
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture
as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and
(ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect;


 






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(11)            
 facilitate any transaction that complies with (a) the definition of “Permitted Reorganization” or (b) the covenants
described in Section 4.07 and Article 5 relating to mergers, consolidations and sales of assets; or


 


(12)            
as provided in Section 9.06.


 


In formulating its decisions
on such matters, the Trustee (and the Security Agent, as applicable) shall be entitled to require and rely absolutely on such evidence
as it deems appropriate, including Officer’s Certificates and Opinions of Counsel.


 


Section 9.02              
With Consent of Holders of Notes.


 


Except as otherwise set forth
herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in
principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent
of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or,
in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect
to any Notes held by a non-consenting Holder:


 


(1)               
reduce the stated rate of or extend the stated time for payment of interest on any such Note
(other than provisions relating to Change of Control and Asset Dispositions);


 


(2)               
reduce the principal of or extend the Stated Maturity of any such Note (other than provisions
relating to Change of Control and Asset Dispositions);


 


(3)               
reduce the premium payable upon the redemption of any such Note or change the time at
which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;


 


(4)               
make any such Note payable in currency other than that stated in such Note;


 


(5)               
impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional
Amounts, if any, on such Holder’s Notes on or after the due dates therefor;


 


(6)               
make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends
the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption
from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts,
if any, in respect thereof;


 


(7)        release
all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken
as a whole) other than in accordance with the terms of the Security Documents, the Intercreditor Agreement, any applicable Additional
Intercreditor Agreement and this Indenture (as applicable); provided
that, for the avoidance of doubt and without prejudice Section 4.10 the release
of less than all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole)
shall only require the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents
obtained connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default
or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of
the Notes the outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes;


 


(8)               
waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional
Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the


 






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Holders of at least a majority in principal
amount of such Notes and a waiver of the payment default that resulted from such acceleration;


 


(9)               
release any Guarantor from any of its obligations under its Notes Guarantee or this
Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement; 


 


(10)            
reduce the principal amount of Notes whose holders must consent to any amendment,
waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant
to this Section 9.02.


 


For the avoidance of doubt,
no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect
any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes.


 


The consent of the Holders
is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient
if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder
given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.


 


Section 9.03              
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 amendment, supplement or waiver becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.04              
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 Issuers in exchange for all Notes
may issue and the Trustee or the Authenticating Agent, as the case may be, shall, 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 9.05              
Trustee and Security Agent to Sign Amendments, etc.


 


The Trustee, the Issuers
and, if applicable, the Security Agent shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose
any personal obligations on the Trustee or, if applicable, the Security Agent or adversely affect the rights, duties, liabilities or
immunities of the Trustee or, if applicable, the Security Agent under the Notes Documents, as applicable. If it does, the Trustee and,
if applicable, the Security Agent may, but need not, sign it. In signing such amendment the Trustee and the Security Agent, as applicable,
shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture
and the other Notes Documents, as applicable, that such amendment is the legally valid and binding obligation of the Issuers and the
Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions.


 


Section 9.06              
Additional Intercreditor Agreements.


 


(a)                
At the request of the Company, in connection with the Incurrence by the Company or any Restricted Subsidiary of (x) any Indebtedness
secured on Collateral or as otherwise required herein and (y) any Refinancing


 






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Indebtedness in respect of Indebtedness referred
to in the foregoing clause (x), the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into
with the holders of such Indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional
Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially
the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders (taken as a whole)), including substantially
the same terms with respect to release of Notes Guarantees and priority and release of the Security Interests; provided that (1)
such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the opinion
of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee
or Security Agent under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and (2) if more than one
such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict.


 


(b)               
At the direction of the Company and without the consent of Holders, the Trustee and the Security Agent shall from time to time
enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity,
omission, defect, manifest error or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by
any such agreement that may be Incurred by the Company or any Restricted Subsidiary that is subject to any such agreement (including
with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness
ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor
Agreement, (4) further secure the obligations under the ABL Facility or Notes (including any Additional Notes), (5) make provision for
equal and ratable pledges of the Collateral to secure Additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor
Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof, (8) make any other change to any such agreement
that does not adversely affect the Holders (taken as a whole) in any material respect or (9) make all necessary provisions to ensure
that the Notes are secured by the relevant Liens over the Collateral. The Company shall not otherwise direct the Trustee or the Security
Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the
Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under this Article
9, and the Company may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not
impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect
their respective rights, duties, liabilities, indemnities or immunities under this Indenture or the Intercreditor Agreement or any Additional
Intercreditor Agreement.


 


(c)                
In relation to the Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable)
shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption
of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section
4.04.


 


(d)               
Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor
Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions
of this Section 9.06) and to have directed the Trustee and the Security Agent to enter into such Additional Intercreditor Agreement.


 


(e)                
A copy of the Intercreditor Agreement and any Additional Intercreditor Agreement shall be made available for inspection during
normal business hours on any Business Day upon prior written request at the office of the Issuers.


 


ARTICLE 10

COLLATERAL AND SECURITY


 


Section 10.01           
Security Documents.


 


(a)                
The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and
the Notes Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if
any (to the extent permitted by law), on the Notes


 






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and the Notes Guarantees and performance of all
other obligations of the Issuers or the Guarantors to the Holders, the Trustee and the Security Agent (as applicable) under this Indenture,
the Notes and the Notes Guarantees according to the terms hereunder or thereunder, shall be secured by security interests, as provided
in the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral. Each Holder,
by its acceptance of a Note consents and agrees to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement,
and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Liens and authorizing
the Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time
in accordance with its terms and authorizes and directs the Security Agent to enter into the Security Documents and to perform its obligations
and exercise its rights thereunder in accordance therewith. Subject to the Agreed Security Principles, the Issuers will deliver to the
Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuers and the Guarantors
will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be reasonably
necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee that the
Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby
and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and
the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the
Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, upon request of the Trustee,
any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the
Issuers hereunder, a valid and enforceable first priority Lien in and on all the Collateral ranking in right and priority of payment
as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens
other than as permitted by the terms of this Indenture, the Intercreditor Agreement and Additional Intercreditor Agreement. Neither the
Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or
liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness
or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect
or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the
Liens or Security Documents or any delay in doing so.


 


(b)               
Each of the Issuers, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the
Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent
will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be
made with the prior written notice of the Trustee or as otherwise permitted under the Intercreditor Agreement and any Additional Intercreditor
Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable,
on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.


 


(c)                
Each Holder, by accepting a Note, shall be deemed (i) to have authorized the Security Agent to enter into the Security Documents,
the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Article 9 and (ii) to be bound
thereby. Each Holder, by accepting a Note, (1) appoints the Security Agent to act as its agent and as security agent under the Intercreditor
Agreement, any Additional Intercreditor Agreement and the other relevant documents to which it is a party (including, without limitation,
the Security Documents); and (2) authorizes the Security Agent to (A) perform the duties and exercise the rights, powers and discretions
that are specifically given to it under the Intercreditor Agreement, any Additional Intercreditor Agreement or other documents to which
it is a party (including, without limitation, the Security Documents), together with any other incidental rights, power and discretions;
and (B) execute each document, waiver, modification, amendment, renewal or replacement expressed to be executed by the Security Agent
on its behalf; and (3) accepts the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement. The
Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with
the full authority and powers of the Trustee thereunder. The Security Agent is hereby authorized to exercise such rights, powers and
discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security
Documents, as trustee on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental
thereto or necessary to give effect to the trusts created thereunder.


 






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Section 10.02           
Authorization of Actions to Be Taken by the Trustee Under the Security Documents.


 


Subject to the provisions
of Section 7.01 and Section 7.02 hereof and the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement and the
Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders,
the Security Agent to, take all actions it deems necessary or appropriate in order to:


 


(1)               
enforce any of the terms of the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement; and


 


(2)               
collect and receive any and all amounts payable in respect of the obligations of the Issuers or any Guarantor hereunder.


 


Subject to the provisions
hereof, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Trustee will have power to
institute and maintain, or direct the Security Agent to institute and maintain, such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor
Agreement, any Additional Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that
may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the
security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee).


 


Section 10.03           
Authorization of Receipt of Funds by the Trustee Under the Security Documents.


 


The Trustee is authorized
to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such
funds to the Holders according to the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement.


 


Section 10.04           
Release of Liens.


 


(a)                
The Security Agent will take any action required to effectuate any release of Collateral required by a Security Document under
any one or more of the following circumstances:


 


(1)               
in connection with any sale or other disposition of Collateral to (a) a Person that is not the Issuers or a Restricted Subsidiary
(but excluding any transaction subject to Article 5), if such sale or other disposition does not violate Section 4.07 and is otherwise
not prohibited by this Indenture or (b) any Restricted Subsidiary; provided that this clause 1(b) shall not be relied upon in
the case of a transfer of Capital Stock or of accounts receivable (including intercompany loan receivables and hedging receivables) to
a Restricted Subsidiary (except to a Securitization Subsidiary) unless the relevant property and assets remain subject to, or otherwise
become subject to, a Lien in favor of the Notes following such sale or disposal;


 


(2)               
in the case of a Guarantor that is released from its Notes Guarantee pursuant to the terms of this Indenture, the release of the
property and assets, and Capital Stock, of such Guarantor;


 


(3)               
pursuant to Article 9;


 


(4)               
upon payment in full of principal, interest and all other obligations on the Notes or legal defeasance, covenant defeasance or
satisfaction and discharge of the Notes, as provided in accordance with Article 8 or Article 12;


 


(5)               
automatically without any action by the Trustee, if the Lien granted in favor of the Indebtedness that gave rise to the obligation
to grant the Lien over such Collateral is released;


 






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(6)               
 in a transaction that complies with Article 5; provided that in such a transaction where the Company or any Guarantor
ceases to exist, the Lien on the Capital Stock of the Company or such Guarantor will be released and, subject to the Agreed Security
Principles and the Intercreditor Agreement, will reattach (or a new Lien will be created) over the Capital Stock of the successor entity
pursuant to a new share pledge (on terms substantially equivalent to the existing Lien on the Capital Stock of the Company or such Guarantor,
as applicable) granted by the holder of such Capital Stock;


 


(7)               
in connection with a Permitted Reorganization;


 


(8)             if
the Company designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture, the release of the property and assets, and Capital Stock, of such Unrestricted Subsidiary;


 


(9)               
as otherwise permitted in accordance with this Indenture; or


 


(10)            
pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement.


 


(b)               
[Reserved].


 


(c)                
Each of these releases shall be effected by the Security Agent and, to the extent it is necessary, the Trustee without the consent
of the Holders except to the extent the consent of the Holders is required under Article 9 in connection with a release pursuant to clause
(a)(3) of this Section 10.04.


 


(d)               
Upon request of the Issuers, upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that all conditions
precedent under this Indenture in respect of such release have been satisfied, the Security Agent shall execute, deliver or acknowledge
any necessary or proper instruments of termination, satisfaction or release to evidence the release of Collateral permitted to be released
pursuant to this Indenture, the Notes Guarantees, the Intercreditor Agreement and the Security Documents. At the request and cost of
the Issuers, the Security Agent shall execute and deliver an appropriate instrument evidencing such release.


 


Section 10.05           
Security Agent.


 


(a)                
The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor
Agreement for the benefit of all Holders of secured obligations. The enforcement of the Security Documents will be subject to agreed
procedures laid out in the Intercreditor Agreement and any Additional Intercreditor Agreement.


 


(b)               
Any resignation or replacement of the Security Agent shall be made in accordance with the terms of this Indenture or, following
entry into the Intercreditor Agreement, the terms of the Intercreditor Agreement.


 


ARTICLE 11

NOTES GUARANTEES


 


Section 11.01           
Notes Guarantee.


 


(a)                
Subject to this Article 11, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees,
to each Holder of a Note authenticated and delivered by the Trustee (or the Authenticating Agent) and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder
or thereunder (such Guarantee, a “Notes Guarantee”), that:


 


(1)               
the principal of, premium on, if any, interest and Additional Amounts, if any, 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, premium on, if any, interest
and Additional Amounts, if any, on, the


 






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Notes, if lawful, and all other obligations
of the Issuers to the Holders or the Trustee and the Security Agent hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


 


(2)               
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.


 


(b)               
Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this 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 Issuers, 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 Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant
that this Notes Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.


 


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


 


(d)               
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, (1) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 6 hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) 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 Notes 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 Notes Guarantee.


 


Section 11.02           
Limitation on Liability.


 


Notwithstanding any other
provisions of this Indenture, the obligations of each Guarantor under its Notes Guarantee shall be limited under the relevant laws applicable
to such Guarantor and the granting of such Notes Guarantees (including laws relating to corporate benefit, capital preservation, financial
assistance, fraudulent conveyances and transfers, voidable preferences or transactions under value), provided that, with respect
to each jurisdiction described below, such obligations shall be limited in the manner described below or in any supplemental indenture.
To effectuate the foregoing intention, the Issuers, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of such Guarantor will be limited (i) to the maximum amount that would, after giving notice to the Trustee of such maximum amount and
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 11, not render the Guarantor’s obligations subject to
avoidance under applicable fraudulent conveyance provisions of the U.S. Bankruptcy Code or any comparable provision of foreign or state
law or corporate benefit, financial assistance and other laws affecting the rights of creditors generally, (ii) as provided under the
Agreed Security Principles and, (iii) with respect to each jurisdiction described below, in the manner described below or in any supplemental
indenture.


 






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Section 11.03           
[Reserved].


 


Section 11.04           
Execution and Delivery of Notes Guarantee.


 


(a)                
Neither the Issuers nor any Guarantor shall be required to make a notation on the Notes to reflect any Notes Guarantee or any
release, termination or discharge thereof.


 


(b)               
Each Guarantor agrees that its Notes Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Notes Guarantee.


 


(c)                
Each Subsidiary which is required to become or intends to become a Guarantor pursuant to this Indenture will execute and deliver
to the Trustee a supplemental indenture substantially in the form attached to this Indenture as Exhibit D pursuant to which such Subsidiary
will become a Guarantor under this Article 11.


 


Section 11.05           
Releases.


 


(a)                
The Notes Guarantee of a Guarantor will automatically terminate and be released:


 


(1)               
upon a sale, exchange, transfer or other disposition (including by way of consolidation, merger, or amalgamation) of any Capital
Stock of the relevant Guarantor (whether by direct sale or sale of a holding company of such Guarantor) as a result of which such Guarantor
would no longer be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other
than to the Company or a Restricted Subsidiary), in each case if such sale, exchange, transfer or other disposition does not violate
this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement;


 


(2)               
upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;


 


(3)               
upon legal defeasance, covenant defeasance or satisfaction and discharge of the Notes in accordance with this Indenture, as provided
in Article 8 and Article 12, respectively;


 


(4)               
upon the release of the Guarantor’s Guarantee of any Indebtedness that triggered such Guarantor’s obligation to guarantee
the Notes under Section 4.13; provided that no other Indebtedness is at that time Guaranteed by the Guarantor that would result
in the requirement that the Guarantor provide a Notes Guarantee pursuant to Section 4.13;


 


(5)               
pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement;


 


(6)               
as described under Article 9;


 


(7)               
in connection with a Permitted Reorganization; provided that the resulting, surviving or transferee Person is or becomes
a Guarantor substantially concurrently with such Permitted Reorganization;


 


(8)               
upon payment in full of principal and interest and all other obligations on the Notes; or


 


(9)               
as a result of a transaction permitted by Article 5.


 


The Notes Guarantee of the
Company will automatically terminate and be released only upon the circumstances described in clauses (3), (5), (6), (7), (8) and (9)
set forth above.


 


(b)               
The Trustee shall, subject to receipt of an Opinion of Counsel and an Officer’s Certificate pursuant to this Indenture,
take all necessary actions at the reasonable request and cost of the Company, including the granting of releases or waivers under the
Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Notes Guarantee in accordance with
these provisions, subject to customary protections and


 






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indemnifications. Each of the releases set forth
above shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent on the part
of the Trustee. Neither the Trustee nor the Company will be required to make a notation on the Notes to reflect any such release, termination
or discharge.


 


ARTICLE 12

SATISFACTION AND DISCHARGE


 


Section 12.01           
Satisfaction and Discharge.


 


This Indenture, and the rights
of the Trustee and the Holders under the Intercreditor Agreement and any Additional Intercreditor Agreement and the Security Documents
will be discharged and cease to be of further effect (except as to surviving rights of transfer or exchange of the Notes and rights of
the Trustee, as expressly provided for in this Indenture) as to all Notes of a series issued thereunder when (1) either (a) all the Notes
of that series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which
provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee
for cancellation or (b) all Notes of that series not previously delivered to the Trustee for cancellation (i) have become due and payable,
(ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Issuers; (2) the Issuers have deposited or caused to be deposited with the Trustee (or such other party as directed by the Trustee),
money in U.S. Dollars, U.S. Government Obligations or a combination thereof, as applicable, in an amount sufficient to pay and discharge
the entire Indebtedness on the Notes of that series not previously delivered to the Trustee for cancellation, for principal, premium,
if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption
date, as the case may be; (3) the Issuers have paid or caused to be paid all other sums payable under this Indenture; (4) the Issuers
have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes
of that series at maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that all conditions precedent under this Section 12.01 relating to the satisfaction
and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate
as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)). If requested in writing by the Issuers,
the Trustee (or such other party as directed by the Trustee) will distribute any amounts deposited to the Holders prior to Stated Maturity
or the redemption date, as the case may be; provided, however, that the Holders shall have received at least three Business
Days’ notice from the Issuers of such earlier repayment date (which may be included in the notice of redemption). For the avoidance
of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative
interest, present value adjustment, break costs or any other premium on such amounts.


 


Section 12.02           
Application of Trust Money.


 


Subject to the provisions
of Section 8.07, all money deposited with the Trustee (or such entity designated (or appointed as Agent of the Trustee) by the Trustee
for this purpose) pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium on, if any, interest and Additional
Amounts, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds
except to the extent required by law.


 


If the Trustee or any Paying
Agent (or such entity designated (or appointed as agent of the Trustee) by the Trustee for this purpose) is unable to apply any U.S.
Dollars or U.S. Government Obligations, or a combination thereof or in accordance with Section 12.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 12.01; provided that if the Issuers have made any payment of principal of, premium
on, if any, interest and Additional Amounts, if any, on, the Notes because of the reinstatement of its obligations, the Issuers shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or U.S. Government Obligations,
or a combination thereof, held by the Trustee or such Paying Agent.


 






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ARTICLE 13





MISCELLANEOUS


 


Section 13.01           
Notices.


 


(a)                
Any notice or communication by the Issuers, any Guarantor, the Trustee, the Security Agent or any Agent to the others is duly
given if in writing (in English, or accompanied by a certified translation) and delivered in Person or by first class mail (registered
or certified, return receipt requested), email or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuers, the Company and/or any Guarantor:



Ardagh Metal Packaging S.A.

Attention: Hermanus Troskie (herman.troskie@stonehagefleming.lu)

56, rue Charles Martel, L-2134

Luxembourg, Luxembourg


 


with a copy to:


 


David Bourne (David.Bourne@ardaghgroup.com)


 


with a copy to:


 


Shearman & Sterling (London) LLP

Attention: Trevor Ingram (Trevor.Ingram@Shearman.com)

9 Appold Street

London EC2A 2AP

United Kingdom


 


If to the Trustee or Security Agent:



Citibank, N.A., London Branch

Attention: The Directors, Agency & Trust (emea.at.debt@citi.com)

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom


 


If to the Principal Paying Agent:



Citibank, N.A., London Branch

Attention: PPA Desk (ppapayments@citi.com; issueroperationscsu@citi.com)

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom


 






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If to the Transfer Agent:



Citibank, N.A., London Branch

Attention: Transfer Agent (dtc.transfers@citi.com)

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom


 


If to the Registrar:



Citibank Europe plc

Attention: Agency and Trust as Registrar (register@citi.com)

1 North Wall Quay

Dublin 1

Ireland


 


The Issuers, the Company,
any Guarantor, the Trustee, the Security Agent or any Agent, 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 transmitted by email; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


All notices and communications
shall be in the English language or accompanied by a translation into English certified as being a true and accurate translation. In
the event of any discrepancies between the English and other than English versions of such notices or communications, the English version
of such notice or communication shall prevail.


 


(b)               
All notices to Holders of Notes will be validly given if electronically delivered or mailed to them at their respective addresses
in the register of the Holders, if any, maintained by the Registrar. Alternatively, all notices to Holders of Notes will be validly given
if disseminated through the newswire service of Bloomberg (or if Bloomberg does not operate, any similar agency) or published in a leading
English language daily newspaper published in London or, if such publication is not reasonably practicable, in such other English language
daily newspaper with general circulation in Europe. It is expected that any such publication will normally be made in the Financial Times.
For so long as any of the Notes are listed on the Official List of the Exchange and if and to the extent the rules of the Exchange shall
so require, the Issuers shall procure that notices with respect to the Notes will be posted on the official website of the Exchange.
For so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to DTC, which will give
such notices to the Holders of Book-Entry Interests in accordance with the applicable procedures of DTC, delivery of which shall be deemed
to satisfy the requirements of Section 13.01(b).


 


(c)                
Such notices may also be published on the website of the Exchange, to the extent and in the manner permitted by the rules of the
Exchange.


 


(d)               
Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different
dates, on the first date on which publication is made; provided that, if notices are mailed, such notice shall be deemed to have
been given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder
shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to such Holder if so mailed
within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not
the addressee receives it. If a notice or communication is given in via DTC, it is duly given on the day the notice is given to DTC.


 






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


 


(f)                 
If the Issuers mail a notice or communication to Holders or deliver a notice or communication to holders of Book-Entry Interests,
they will deliver a copy to the Trustee and each Agent at the same time.


 


Section 13.02           
[Reserved.]


 


Section 13.03           
Certificate and Opinion as to Conditions Precedent.


 


Upon any request or application
by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:


 


(1)               
an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements
set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been satisfied; and


 


(2)               
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth
in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section 13.04           
Statements Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)               
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)               
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;


 


(3)               
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(4)               
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


Section 13.05           
Rules by Trustee and Agents.


 


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


 


Section 13.06           
Agent for Service; Submission to Jurisdiction; Waiver of Immunities.


 


Each of the parties hereto
irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with this Indenture, the Notes and
the Notes Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may
be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan in the United States
of America; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.
The Issuers have appointed and each of the Guarantors (if any) will appoint Law Debenture Corporate Services Inc., 801 2nd Avenue, Suite
403, New York, NY 10017 as its authorized agent upon whom process may be served in any such


 






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suit, action or proceeding which may be instituted
in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan arising out of or based upon this
Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities
laws (the “Authorized Agent”). Each Issuer and each of the Guarantors (if any) expressly consents to the jurisdiction
of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect
thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably
acceptable to the Trustee. The Issuers represents and warrants and each of the Guarantors will represent and warrant that the Authorized
Agent has agreed to act as said agent for service of process, and each Issuer agrees to take any and all action, including the filing
of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service
of process upon the Authorized Agent and written notice of such service to the Issuers shall be deemed, in every respect, effective service
of process upon the Issuers and any Guarantor.


 


Section 13.07           
No Personal Liability of Directors, Officers, Employees and Shareholders.


 


No director, officer, employee,
incorporator or shareholder of the Company or any of its Subsidiaries or Affiliates, as such, shall have any liability for any obligations
of either Issuers or any Guarantor under the Notes Documents 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. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws and it is the
view of the SEC that such a waiver is against public policy.


 


Section 13.08           
Governing Law.


 


THIS INDENTURE, THE NOTES,
THE NOTES GUARANTEES AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


 


Section 13.09           
No Adverse Interpretation of Other Agreements.


 


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


 


Section 13.10           
Successors.


 


All agreements of the Issuers
in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All
agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.07 hereof.


 


Section 13.11           
Severability.


 


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


 


Section 13.12           
Counterpart Originals.


 


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


 


Section 13.13           
Table of Contents, Headings, etc.


 


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


 






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Section 13.14           
Currency Indemnity and Calculation of Restrictions.


 


(a)                
Any payment on account of an amount that is payable in U.S. Dollars, with respect to the Notes (the “Required Currency”)
which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Other Currency”)
whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of any
of the Issuers, Company or any other Guarantor shall constitute a discharge of the Issuers’, Company’s or such Guarantor’s
obligation under this Indenture, the Notes or, the Notes Guarantees, as the case may be, only to the extent of the amount of the Required
Currency which such Holder or the Trustee could purchase in the New York foreign exchange markets with the amount of the Other Currency
in accordance with normal banking procedures at the rate of exchange prevailing on the first day (other than a Saturday or Sunday) on
which banks in New York, are generally open for business following receipt of the payment first referred to above. If the amount of the
Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee,
the Issuers, Company or such other Guarantor, as the case may be, shall indemnify and save harmless such Holder or the Trustee, as applicable
from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall constitute an obligation separate
and independent from the Issuers’ and the Guarantors’ other obligations contained in this Indenture, the Notes or the Notes
Guarantees, shall give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any Holder
of a Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect notwithstanding
any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.


 


(b)               
Except as otherwise specifically set forth herein, for purposes of determining compliance with any U.S. Dollar-denominated
restriction herein, the U.S. Dollar equivalent amount for purposes hereof that is denominated in a non-U.S. Dollar currency shall
be calculated based on the relevant currency exchange rate in effect on the date such non-U.S. Dollar amount is Incurred or made,
as the case may be.


 


Section 13.15           
Prescription.


 


Claims against either Issuer
or any Guarantor for the payment of principal, premium, if any, or Additional Amounts, if any, on the Notes will be prescribed ten years
after the applicable due date for payment thereof. Claims against either Issuer or any Guarantor for the payment of interest on the Notes
will be prescribed six years after the applicable due date for payment of interest.


 


Section 13.16           
Additional Information.


 


Upon written request by any
Holder or a holder of a Book-Entry Interest to the Issuers at the address set forth in Section 13.01, the Issuers will mail or cause
to be mailed, by first class mail, to such Holder or holder (at the expense of the Issuers) a copy of this Indenture or any other Notes
Document.


 


Section 13.17           
Legal Holidays.


 


If the due date for any payment
in respect of any Notes is not a Business Day, the Holder thereof will not be entitled to payment of the amount due until the next succeeding
Business Day, and will not be entitled to any further interest or other payment as a result of any such delay. If a regular record date
is not a Business Day, the record date shall not be affected.


 


Section 13.18           
USA PATRIOT Act Section 326 Customer Identification Program.


 


The parties hereto acknowledge
that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal
regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT ACT) which require all financial institutions to
obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties
to this Indenture agree that they will provide to any Paying Agent, Transfer Agent and Registrar in the United States such information
as it may request, from time to time, in order for such Paying Agent, Transfer Agent or Registrar in the United States to satisfy the
requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification


 






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number and other information that will allow
it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents
such as articles of incorporation or other identifying documents to be provided.


 


Section 13.19           
Contractual Recognition of Bail-In


 


The Issuers acknowledges
and accepts that, notwithstanding any other provision of this Indenture or any other agreement, arrangement or understanding between
the parties:


 


(a)                
 any Liability may be subject to the exercise of Write-down and Conversion Powers by the Resolution Authority;


 


(b)               
the Issuers will be bound by the effect of any application of any Write-down and Conversion Powers in relation to any Liability
and in particular (but without limitation) by:


 


(1)               
any reduction in the principal amount, in full or in part, or outstanding amount due (including any accrued but unpaid interest)
due in respect of any Liability; and


 


(2)               
any conversion of all or part of any Liability into ordinary shares or other instruments of ownership of Citibank Europe plc or
any other Person; that may result from any exercise of any Write-down and Conversion Powers in relation to any Liability;


 


(c)                
the terms of this Indenture and the rights of the Issuers hereunder may be varied, to the extent necessary, to give effect to
any exercise of any Write-down and Conversion Powers in relation to any Liability and the Issuers will be bound by any such variation;


 


(d)               
ordinary shares or other instruments of ownership of Citibank Europe plc or any other Person may be issued to or conferred on
Issuers as a result of any exercise of any Write-down and Conversion Powers in relation to any Liability.


 


[Signatures on following
page]


 






    -126- 


     


    

 


	 	Ardagh Metal Packaging
  Finance USA LLC,

  as the US Issuer




 


		By:	/s/
                                            Torsten Schoen



	 	Name: Torsten Schoen
	 	Title: Authorized Signatory




 






      


     


    

 


	 	Ardagh Metal Packaging
  Finance plc,

  as the Irish Issuer




 


		By:	/s/
                                            Torsten Schoen



	 	Name: Torsten Schoen
	 	Title: Attorney




 






      


     


    

 


	 	Ardagh Metal Packaging
  S.A.,

  as the Company




 


		By:	/s/
                                            Hermanus Troskie



	 	Name: Hermanus Troskie
	 	Title: Director




 






      


     


    

 


	 	CITIBANK, N.A., LONDON BRANCH,




	 	as Trustee and Security Agent




 


		By:	/s/
                                            Rachel Clear



	 	Name: Rachel Clear
	 	Title: Vice President




 






      


     


    

 


	 	CITIBANK EUROPE PLC,




	 	as Registrar




 


		By:	/s/
                                            Rachel Clear



	 	Name: Rachel Clear
	 	Title: Delegated Signatory




 






      


     


    

 


	 	CITIBANK, N.A., LONDON BRANCH,




	 	as Principal Paying Agent and Transfer Agent




 


		By:	/s/
                                            Rachel Clear



	 	Name: Rachel Clear
	 	Title: Vice President




 






      


     


    

 


 


 



 


Schedule I-A


 


Subsidiary Guarantors


 


	 	Name	Jurisdiction
	1.      
     	Ardagh
    Metal Packaging Holdings Germany GmbH	Germany
	2.      
     	Ardagh
    Metal Packaging Germany GmbH	Germany
	3.      
     	Ardagh
    Metal Packaging Trading Germany GmbH	Germany
	4.      
     	Ardagh
    Packaging Holdings Limited	Ireland
	5.      
     	Ardagh
    Metal Packaging Treasury Limited	Ireland
	6.      
     	Ardagh
    Metal Packaging Holdings Sarl	Luxembourg
	7.      
     	Ardagh
    Metal Packaging Group Sarl	Luxembourg
	8.      
     	Ardagh
    Metal Packaging Holdings Netherlands B.V.	Netherlands
	9.      
     	Ardagh
    Metal Packaging Netherlands B.V.	Netherlands
	10.   
     	Ardagh
    Metal Packaging Trading Netherlands B.V.	Netherlands
	11.   
     	Ardagh
    Metal Packaging Europe GmbH	Switzerland
	12.   
     	Ardagh
    Metal Packaging Holdings UK Limited	England
    & Wales
	13.   
     	Ardagh
    Metal Packaging Trading UK Limited	England
    & Wales
	14.   
     	Ardagh
    Metal Packaging UK Limited	England
    & Wales
	15.   
     	Ardagh
    Metal Packaging Holdings Limited	England
    & Wales
	16.   
     	Ardagh
    Metal Packaging USA Corp.	USA
	17.   
     	Ardagh
    MP USA Inc.	USA



 






    Schedule I-A-1


     


    

 


Schedule 1-B


 


Collateral


 


On the Issue Date, the Notes
will be secured on a first-priority basis by the Lux Holdco Share Pledge.


 


Subject to the Agreed Security
Principles, the Intercreditor Agreement and certain perfection requirements, within 90 days of the Issue Date, the Notes will be
secured by security interests and pledges granted on:


 


		(i)	an equal and ratable first-ranking/first-priority
                                            basis over the following property, rights and assets:



 


		(a)	all assets (other than real property and
                                            the ABL Collateral) of Subsidiary Guarantors incorporated in each of England & Wales
                                            and the United States; and



 


		(b)	certain shares of Subsidiary Guarantors
                                            incorporated in each of England & Wales, Germany, Ireland, the United States and
                                            The Netherlands; and



 


		(ii)	a junior basis over all of the assets
                                            that secure, the obligations under the ABL Facility on a first-ranking/first priority
                                            basis, including where applicable and subject to limited exceptions:



 


		(a)	accounts (including accounts receivable
                                            and deposit accounts), and inventory;



 


		(b)	certain related assets;



 


		(c)	all proceeds of any of the foregoing, located
                                            in England & Wales, France, Germany, the Netherlands, Poland, Spain and/or the United
                                            States and owned by relevant Subsidiary Guarantors;



 


		(d)	certain intercompany receivables of a Subsidiary
                                            Guarantor located in Switzerland; and



 


(e)       deposit accounts of a
Subsidiary Guarantor located in Ireland.


 






    
Schedule I-B-1


     


    

 


Schedule II


 


Agreed
Security Principles


 


The guarantees and security
to be provided under and in connection with this Indenture will be given in accordance with the security and guarantee principles set
out in this Schedule II.


 


		1.	GENERAL
                                            PRINCIPLES 



 


		1.1	The Agreed Security Principles embody a recognition
                                            by all parties that there may be certain legal and practical difficulties in obtaining effective
                                            guarantees and security from the Company and the Subsidiary Guarantors (collectively, the
                                            “Group”) in certain jurisdictions. In particular:



 


(a)                
mandatory law provisions, general legal, statutory and constitutional documents’ limitations, capital maintenance, the prohibition
of an intervention threatening the existence of a German member of the Group (Verstoß gegen das Verbot des existenzvernichtenden
Eingriffs), financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, “transfer
pricing”, retention of title claims, exchange control restrictions, employee consultation or approval requirements, regulatory
restrictions and similar principles may limit the ability of a member of the Group to provide a guarantee or security or may require
that the guarantee and/or security be limited by an amount or otherwise. If any such limit applies, the guarantees and security provided
will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law;


 


(b)               
a factor in determining whether or not security shall be taken is the applicable cost which shall not be disproportionate to the
benefit to the Holders (or any other beneficiary of the security) of obtaining such security. For these purposes “cost” includes,
but is not limited to, income or corporate tax cost, registration taxes payable on the creation or enforcement or for the continuance
of any security, notary costs, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor
of security or any of its direct or indirect owners, subsidiaries or affiliates;


 


(c)                
unless each consent required by law, statute, the terms of any applicable contract, instrument or constitutional document or otherwise
from the minority shareholders in, or any relevant corporate body of, any member of the Group which is not wholly owned (directly or
indirectly) by another member of the Group is obtained, such Group member shall not be required to grant guarantees and security; provided
that the relevant company and the Company have used reasonable efforts to obtain such consent;


 


(d)               
guarantees should not be granted and security shall not be created or perfected to the extent that it would result in a risk to
the directors or officers of the relevant grantor of such guarantee and security of contravention of any statutory duty in such capacity
or their fiduciary duties and/or which could reasonably be expected to result in personal, civil or criminal liability on the part of
any such director or officer;


 


(e)                
any assets subject to third-party arrangements (including shareholder agreements or joint venture agreements) which would prevent
or prohibit those assets from being subject to legal, valid, binding and enforceable security will be excluded from the security created
by any relevant security document; provided that the relevant member of the Group has used reasonable efforts to obtain any necessary
consent or waiver if the asset is material, it being acknowledged that reasonable efforts will not require the payment by the Company
or the relevant company of any monetary consideration (other than nominal amounts or expenses) to obtain any such consent or waiver;


 


(f)                 
the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable
fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee,
taxes and duties;


 






    
Schedule II-1


     


    

 


(g)               
 where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial
assets is disproportionate to the benefit of such security, security will be granted over the material assets only;


 


(h)               
the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if:


 


(i)             
it would have a material adverse effect on the ability of the relevant member of the Group to conduct its operations and business
in the ordinary course as otherwise permitted by the Indenture; or


 


(ii)              
it would have a material adverse effect on the tax arrangements of the Group or any member of the Group,


 


provided that, in each case,
the relevant member of the Group shall use reasonable efforts to overcome such obstacle. The secured and guaranteed obligations will
be limited where necessary to prevent any material additional tax liability of any member of the Group;


 


(i)                 
save for security granted by a guarantor organized under the laws of England & Wales, or any state of the United States of
America, security shall only be granted over the Capital Stock of each Guarantor;


 


(j)                 
no fixed security shall be required to be given over bank accounts, inventory, receivables or intellectual property rights where
satisfactory floating security (or equivalent in the relevant jurisdiction) can be taken over such assets; and


 


(k)               
no perfection action will be required in jurisdictions in which a Guarantor is not located.


 


		2.	GUARANTEES
                                            AND SECURITY



 


		2.1	Where a member of the Group requires prior
                                            consideration of or consultation with any corporate body and/or any body representing employees
                                            of such a member of the Group before granting guarantees and/or security, such guarantees
                                            and security shall not be granted until any procedure that must be followed under applicable
                                            law in respect of that consideration or consultation has been completed.



 


		2.2	In the case of guarantees and security to
                                            be granted by a Guarantor incorporated in The Netherlands or France, if the relevant Guarantor
                                            has at least 50 employees, and/or in the case of any security over any Dutch or French assets,
                                            if the relevant entity granting such pledge has at least 50 employees, or in the case of
                                            any other jurisdictions or assets requiring receipt of advice from a works council, such
                                            guarantees and security shall not be granted until neutral or positive advice is received
                                            from any relevant works council and such work council shall be allowed to assist to the relevant
                                            board meeting of such Guarantor or relevant entity granting such pledge.



 


		2.3	Each guarantee will be an upstream, cross-stream
                                            and downstream guarantee and each guarantee and security will be for all liabilities of the
                                            relevant members of the Group under the Indenture in accordance with, and subject to, the
                                            requirements of the Agreed Security Principles in each relevant jurisdiction.



 


		2.4	In the case of guarantees and security to
                                            be granted by a Guarantor incorporated in The Netherlands or France and/or over any or French
                                            or Dutch assets, or any other jurisdictions or assets requiring receipt of advice from a
                                            works council, such guarantees and security shall not be granted until neutral or positive
                                            advice is received from any relevant works council.



 


		2.5	No subsidiary of the Company that is a Controlled
                                            Foreign Corporation (as defined in the United States Internal Revenue Code of 1986, as amended)
                                            (or that is a disregarded entity for U.S. federal income tax



 






    
Schedule II-2


     


    

 


purposes owned by any such Controlled
Foreign Corporation) shall be required to give a guarantee or pledge any of its assets (including shares in a subsidiary) as security
for an obligation of a United States Person (as defined in the United States Internal Revenue Code of 1986, as amended). Furthermore,
not more than 65% of the total combined voting power of all classes of shares entitled to vote of any such subsidiary may be pledged
directly or indirectly as security for an obligation of a United States Person. These principles also apply with respect to any entity
that becomes a United States Person and/or a Controlled Foreign Corporation following any guarantee or pledge of assets or shares..


 


		3.	TERMS
                                            OF SECURITY DOCUMENTS 



 


		3.1	Security shall (to the extent legally possible,
                                            subject to the general principles above) be created in favor of the Security Agent, the Trustee
                                            and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the
                                            Holders (as considered appropriate by counsel to the Security Agent), to secure all of the
                                            obligations of the party giving the relevant security as well as all liabilities under the
                                            Indenture and the Notes (to the extent permitted by local law).



 


		3.2	The security documents should only operate
                                            to create security rather than to impose new commercial obligations. Accordingly, representations
                                            shall not be included and undertakings (such as in respect of insurance, maintenance of assets,
                                            information or the payment of costs) shall be strictly limited to those necessary for the
                                            creation or perfection of the security, will not unreasonably interfere with the normal running
                                            of the business and shall not be included to the extent the subject matter thereof is the
                                            same as a corresponding undertaking in the Indenture and shall not operate so as to prevent
                                            transactions which are otherwise permitted under the Indenture or to require additional consents
                                            or authorizations or to impose commercial obligations.



 


		3.3	The following principles will be reflected
                                            in the terms of any security taken as part of this transaction:



 


		(a)	security will not be enforceable in respect
                                            of the Notes until an Event of Default has occurred in respect of which the Notes are being
                                            accelerated (a “Declared Default”);



 


		(b)	information, such as lists of assets,
                                            will be provided if, in the opinion of counsel to the Security Agent, these are required
                                            by local law to be provided to perfect or register the security or to ensure the security
                                            can be enforced and, unless in the opinion of counsel to the Security Agent required to be
                                            provided by local law more frequently, be provided annually or, following an Event of Default
                                            which is continuing, on the Security Agent’s reasonable request; and



 


		(c)	each of the Trustee, the Security Agent
                                            and the Holders should only be able to exercise any power of attorney granted to it under
                                            the security documents following a Declared Default.



 


		4.	BANK
                                            ACCOUNTS 



 


		4.1	If a member of the Group grants security over
                                            its bank accounts it shall be free to deal with those accounts in the ordinary course of
                                            its business until a Declared Default has occurred. No control agreements will be required
                                            in respect of any account located in the United States of America.



 


		4.2	If required by local law to perfect the security,
                                            notice of the security will be served on the account bank within 10 Business Days of the
                                            security being granted and the relevant member of the Group shall use its reasonable efforts
                                            to obtain an acknowledgement of that notice within 20 business days of service. If the relevant
                                            member of the Group has used its reasonable efforts but has not been able to obtain acknowledgement
                                            its obligation to obtain acknowledgement shall cease on the expiry of that 20 Business Day
                                            period. Irrespective of whether notice of the security is required for perfection, if the
                                            service of notice would prevent the relevant member of the Group from using a bank account
                                            in the ordinary course of its



 






    
Schedule II-3


     


    

 


business no notice of security shall
be served until a Declared Default has occurred. There will be no restriction on the closure of any bank accounts which are no longer
required by the Group.


 


		4.3	Any security over bank accounts shall be subject
                                            to any prior security interests in favor of the account bank which are created either by
                                            law or in the standard terms and conditions of the account bank. The notice of security may
                                            request these are waived or subordinated by the account bank but the Guarantor shall not
                                            be required to change its banking arrangements if these security interests are not waived
                                            or subordinated or only partially waived or subordinated.



 


		4.4	If required under local law, security over
                                            bank accounts will be registered subject to the general principles set out in these Agreed
                                            Security Principles.



 


		5.	REAL
                                            ESTATE 



 


		5.1	No security will be given over real property.



 


		6.	FIXED
                                            ASSETS 



 


		6.1	If a member of the Group grants security over
                                            its fixed assets it shall be free to deal with those assets in the ordinary course of its
                                            business until a Declared Default has occurred.



 


		6.2	If required under local law, security over
                                            fixed assets will be registered subject to the general principles set out in these Agreed
                                            Security Principles.



 


		7.	INSURANCE
                                            POLICIES 



 


		7.1	If required by local law to perfect the security
                                            or to exclude the possibility that the debtor pays to the relevant member of the Group with
                                            discharging effect, notice of the security will be served on the insurance provider within
                                            10 Business Days of the security being granted and the relevant member of the Group shall
                                            use its reasonable efforts to obtain an acknowledgement of that notice within 20 Business
                                            Days of service. If the relevant member of the Group has used its reasonable efforts but
                                            has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall
                                            cease on the expiry of that 20 Business Day period.



 


		7.2	No loss payee or other endorsement shall be
                                            made on the insurance policy.



 


		8.	INTELLECTUAL
                                            PROPERTY 



 


		8.1	If a member of the Group grants security over
                                            its intellectual property it shall be free to deal with those assets in the ordinary course
                                            of its business (including, without limitation, allowing its intellectual property to lapse
                                            if no longer material to its business and if permitted by the Indenture) until a Declared
                                            Default has occurred.



 


		8.2	No security shall be granted over any intellectual
                                            property which cannot be secured under the terms of the relevant licensing agreement. No
                                            notice shall be prepared or given to any third party from whom intellectual property is licensed
                                            until a Declared Default has occurred.



 


		8.3	The security documents may provide for the
                                            applications of registration as may be required under local law for the applicable registration
                                            of the security over intellectual property to be provided by the relevant member of the Group
                                            in its jurisdiction of incorporation and any central registry only and subject to the general
                                            principles set out in these Agreed Security Principles; provided that no registration
                                            of the transfer of the relevant intellectual property to the Holders, the Trustee or the
                                            Security Agent shall be required under the relevant security documents.



 






    
Schedule II-4


     


    

 


		9.	INTERCOMPANY
                                            RECEIVABLES 



 


		9.1	If
                                            a member of the Group grants security over its intercompany receivables it shall be free
                                            to deal with those receivables in the ordinary course of its business until a Declared Default
                                            has occurred.



 


		9.2	If required by local law to perfect the security
                                            or to exclude the possibility that the debtor pays to the relevant member of the Group with
                                            discharging effect, notice of the security will be served on the relevant lender within 10
                                            Business Days of the security being granted.



 


		9.3	If required under local law security over
                                            intercompany receivables will be registered subject to the general principles set out in
                                            these Agreed Security Principles.



 


		10.	TRADE
                                            RECEIVABLES AND INVENTORY



 


		10.1	If
                                            a member of the Group grants security over its trade receivables and/or its inventory it
                                            shall be free to deal with those receivables and/or inventory in the ordinary course of its
                                            business until a Declared Default has occurred.



 


		10.2	No notice of security may be prepared or
                                            served until the occurrence of a Declared Default.



 


		10.3	No security will be granted over any trade
                                            receivables which cannot be secured under the terms of the relevant contract.



 


		10.4	If required under local law, security over
                                            trade receivables and inventory will be registered subject to the general principles set
                                            out in these Agreed Security Principles.



 


		10.5	Any list of trade receivables required shall
                                            not include details of the underlying contracts to the extent not required to perfect the
                                            security transfer and make the receivables identifiable (bestimmbar) or to ensure
                                            the security can be enforced.



 


		11.	SHARES
                                            / PARTNERSHIP INTEREST 



 


		11.1	The
                                            security document will be governed by the laws of the person whose shares or partnership
                                            interests are being secured and not by the law of the country of the person granting the
                                            security.



 


		11.2	Until a Declared Default has occurred, the
                                            securing person will be permitted to retain and to exercise voting rights to any shares or
                                            partnership interests pledged by it in a manner which does not adversely affect the validity
                                            or enforceability of the security or cause an Event of Default to occur and the company whose
                                            shares or partnership interests have been pledged will, subject to the terms of the Indenture,
                                            be permitted to pay dividends.



 


		11.3	Where customary, as soon as reasonably practicable
                                            following execution of the share pledge, the share certificate and (where available and customary)
                                            a stock transfer form executed in blank will be provided to the Security Agent and where
                                            required by law the share certificate or shareholders register will be endorsed or written
                                            up and the endorsed share certificate or a copy of the written up register provided to the
                                            Security Agent.



 


		12.	RELEASE
                                            OF SECURITY 



 


		12.1	Unless required by local law the circumstances
                                            in which the security shall be released should not be dealt with in individual security documents
                                            but, if so required, shall, except to the extent required by local law, be the same as those
                                            set out in the Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement
                                            and not require any further consent by the Security Agent, the Trustee or any Holder.



 






    
Schedule II-5


     


    

 


		13.	Jurisdictions
                                            



 


		13.1	The guarantees and security to be provided
                                            under and in connection with the Notes and the Indenture will only be granted by members
                                            of the Group organized under the laws of the following jurisdictions:



 


	 	(i)	England
    & Wales;
	 	(ii)	Germany;
	 	(iii)	Ireland;
	 	(iv)	Luxembourg;
	 	(v)	the Netherlands;
    and
	 	(vi)	The United States of America.



 






    
Schedule II-6


     


    

 


EXHIBIT A


 


[Form of
Face of Note] 


 


6.000% Senior Secured Green Notes due 2027


 


THIS SECURITY HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR
TO BE A US PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT AND OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT.


 


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES
ACT) OR (B) IT IS A NON-U.S. PERSON ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE
CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE
OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER
THE LATER OF THE DATE WHEN THE SECURITIES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S AND THE DATE
OF THE COMPLETION OF THE DISTRIBUTION] ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF
LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE
ISSUERS’ AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES,
TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.


 


BY ITS PURCHASE AND HOLDING
OF THIS NOTE (OR ANY INTEREST HEREIN), THE PURCHASER OR HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (A) IT IS NOT AND FOR
SO LONG AS IT HOLDS THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT BE (I) AN ‘‘EMPLOYEE BENEFIT PLAN’’ AS DEFINED
IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (‘‘ERISA’’), THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A ‘‘PLAN’’ AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE
CODE OF


 






    Exhibit A-1


     


    

 


1986, AS AMENDED (THE ‘‘CODE’’),
(III) AN ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA
OR OTHER PLAN SUBJECT TO SECTION 4975 OF THE CODE OR (IV) A NON-U.S., GOVERNMENTAL, CHURCH OR OTHER BENEFIT PLAN WHICH IS SUBJECT TO
ANY NON-U.S. OR U.S. FEDERAL, STATE, OR LOCAL LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION
4975 OF THE CODE (‘‘SIMILAR LAW’’) (EACH OF (I), (II), (III) AND (IV), A ‘‘PLAN’’), (B)
NO ASSETS OF A PLAN HAVE BEEN USED BY IT TO ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) OR (C) ITS PURCHASE AND HOLDING OF THIS NOTE (OR
ANY INTEREST HEREIN) WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH AN EXEMPTION
IS NOT AVAILABLE OR VIOLATION OF ANY SIMILAR LAW, AND NONE OF THE ISSUERS, THE INITIAL PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES
IS ITS FIDUCIARY IN CONNECTION WITH THE PURCHASE AND HOLDING OF THIS NOTE.


 


[THIS GLOBAL NOTE IS HELD BY
THE CUSTODIAN FOR THE DEPOSITORY TRUST COMPANY IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.]1


 





 






1 Use the Global
Note legend if the Note is in Global Form.


 






    Exhibit A-2


     


    

  


	 	 	[Regulation S]/[Rule 144A] 
	 	 	CUSIP		 
	 	 	ISIN   		 
	 	 	 	 	 






 


6.000% Senior Secured Green Notes due 2027


 


	No.             	$                                  




 


Ardagh Metal Packaging Finance USA LLC, a Delaware
limited liability company and Ardagh Metal Packaging Finance plc, a public limited liability company incorporated under the laws of Ireland,
each promise to pay to Cede & Co. acting as nominee on behalf of The Depository Trust Company, or its registered assigns, upon surrender
hereof, the principal sum of $[·]2
[, subject to any adjustments as indicated in the schedule of Exchanges of Interests in the Global Note] on June 15, 2027.


 


Interest Payment Dates: June 15 and December
15 of each year, commencing ([__________________]).


 


Record dates: the Business Day immediately preceding
each Interest Payment Date.


 


Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.


 





 






2 Use the Schedule of Exchanges of
Interests language if Note is in Global Form.


 






    Exhibit A-3


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Note to be
signed manually or by facsimile by the duly authorized officers referred to below.


 


	 	Ardagh Metal
    Packaging Finance USA LLC 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Ardagh Metal
    Packaging Finance plc
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit A-4


     


    

 


This is one of the Notes referred to

in the within-mentioned Indenture:


Citibank, N.A., London Branch, as Trustee


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 


Dated: [·]


 






    Exhibit A-5


     


    

 








 


[Back of Notes] 


 


6.000% Senior Secured Green Notes due 2027


 


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


 


(1)       INTEREST.
Ardagh Metal Packaging Finance USA LLC, a Delaware limited liability company (the “US Issuer”), Ardagh Metal Packaging
Finance plc, a public limited liability company incorporated under the laws of Ireland (the “Irish Issuer” and together
with the US Issuer, the “Issuers”), each promise to pay or cause to be paid interest on the principal amount of this
Note at a rate of 6.000% per annum. The Issuers will pay interest in cash semi-annually in arrears on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the Interest Payment
Date for which interest was most recently paid; provided that the first Interest Payment Date shall be [•]. The Issuers will
pay interest (including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1%
higher than 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, if any (without regard to any applicable grace periods),
from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.


 


(2)       Method
of Payment. For so long as the Notes are Global Notes, the Issuers will pay interest on the Notes to the Persons who are registered
Holders of Notes at the close of business on the Business Day immediately preceding the 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 Indenture with
respect to defaulted interest. The Notes will be payable as to principal, premium, interest and Additional Amounts, if any, through the
Principal Paying Agent as provided in the Indenture or, at the option of the Issuers, payment of interest and Additional Amounts, if
any, may be made by check mailed by the Issuers to the Holders at their addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional
Amounts payable in cash, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions
to the Issuers or the Principal Paying Agent. Such payments shall be made in dollars.


 


(3)       Principal
Paying Agent, Registrar and Transfer Agent. Initially, Citibank, N.A., London Branch, will act as Principal Paying Agent and
Transfer Agent and Citibank Europe plc will act as Registrar. Upon notice to the Trustee, the Issuers may change any Paying Agent, Registrar
or Transfer Agent.


 


(4)       Indenture.
The Issuers issued the Notes under an indenture dated as of June 8, 2022 (the “Indenture”), among, the Issuers, Citibank,
N.A., London Branch, as Trustee, Security Agent, Principal Paying Agent and Transfer Agent and Citibank Europe plc as Registrar. The
Notes are subject to all terms of the Indenture, and Holders are referred to the Indenture for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are general senior obligations of the Issuers.


 


(5)       Optional
Redemption.


 


(a)       Except
as set forth in this paragraph 5 and paragraph 6 of this Note, the Notes are not redeemable at the option of the Issuers.


 


(b)       At
any time prior to June 15, 2024, the Issuers may redeem the Notes in whole or in part, at their option, upon notice as described under
Article 3 of the Indenture, at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium as
of, and accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the redemption date.


 






    Exhibit A-6


     


    

 


(c)       At
any time and from time to time prior to June 15, 2024, the Issuers may, at their option, during each calendar year redeem up to 10% of
the original principal amount of the Notes (including the original principal amount of any Additional Notes), upon giving notice as described
under Article 3 of the Indenture, at a redemption price equal to 103.000% of the principal amount of the Notes so redeemed, plus accrued
and unpaid interest and Additional Amounts, if any, to but excluding the redemption date.


 


(d)       At
any time and from time to time prior to June 15, 2024, the Issuers may, at their option, redeem Notes, upon notice as described under
Article 3 of the Indenture, with the Net Cash Proceeds received by the Issuers from any Equity Offering at a redemption price equal to
106.000% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding,
the redemption date in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount
of the Notes (including any Additional Notes); provided that:


 


(1)       in
each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and


 


(2)       not
less than 50% of the original aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture remains
outstanding immediately thereafter.


 


(e)       At
any time and from time to time on or after June 15, 2024, the Issuers may redeem the Notes in whole or in part, upon notice as described
under Article 3 of the Indenture, at a redemption price equal to the percentage of principal amount of the Notes so redeemed set forth
below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date and Additional
Amounts, if any, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:


 


	Year	 	Percentage	 
	2024	 	 	103.000	%
	2025	 	 	101.500	%
	2026 and thereafter	 	 	100.000	%



 


(f)       Unless
the Issuers defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.


 


(g)       Notice
of any redemption of the Notes may, at the Issuers’ discretion, be given prior to the completion of a transaction (including, but
not limited to, an Equity Offering, an Incurrence of Indebtedness, a Change of Control or other transaction) and any redemption may,
at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related
transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice of redemption shall
describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed
until such time (but not more than 60 days after the date the notice of redemption was sent) as any or all such conditions shall be satisfied,
or such redemption or purchase 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. In addition, the Issuers may provide in such notice
that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed
by another Person.


 


(h)       If
the Issuers effect an optional redemption of the Notes, it will, for so long as the Notes are listed on the Official List of the Exchange
and admitted for trading on the Exchange and the rules of the Exchange so require, inform the Exchange of such optional redemption and
confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption.


 


(i)       Subject
to compliance with the covenants contained herein, and provided that no Default is triggered thereby, the Issuers and their respective
Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated
transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices
as well as with such consideration as the Issuers or any such Affiliates may determine.


 






    Exhibit A-7


     


    

 


(j)       Notwithstanding
the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if
Holders of not less than 90% in aggregate principal amount of the applicable outstanding Notes validly tender and do not withdraw such
Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases, all of the
Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor
more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date, to redeem the Notes that
remain outstanding in whole, but not in part, following such purchase at a price equal to the price offered to each other Holder (excluding
any early tender or incentive fee)in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid
interest and Additional Amounts, if any, thereon, to, but excluding, such redemption date.


 


(6)       Redemption
for Taxation Reasons.


 


(a)       The
Issuers may redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ prior written
notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together
with accrued and unpaid interest, if any, to but excluding the date fixed for redemption (a “Tax Redemption Date”)
(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)
and all Additional Amounts as set forth in Section 4.15 of the Indenture, if any, then due and which will become due on the Tax Redemption
Date as a result of the redemption or otherwise, if the Issuers determines in good faith that, as a result of:


 


(1)       any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined
in the Indenture) affecting taxation which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction
becomes a Relevant Taxing Jurisdiction at a later date, after such later date); or


 


(2)       any
change in, or amendment to, the official application, administration or written interpretation of such laws, regulations or rulings (including
by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) which
is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction
at a later date, after such later date) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),


 


a Payor (as defined in Section 4.15(a) of the
Indenture) is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect
to the Notes (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuers or a
Guarantor who can make such payment without the obligation to pay Additional Amounts), and such obligation cannot be avoided by taking
reasonable measures available to the Payor (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would
be reasonable). The foregoing provisions shall apply (a) to a Guarantor only after such time as such Guarantor is obliged to make at
least one payment on the Notes and (b) mutatis mutandis to any successor Person, after such successor Person becomes a party to
the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture. Notice
of redemption for taxation reasons will be published in accordance with the procedures described under Section 3.03 of the Indenture
and paragraph 8 hereof. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the
earliest date on which the Payor would be obligated to make such payment of Additional Amounts and (b) unless at the time such notice
is given, the obligation to pay Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption
of Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that the obligation
to pay Additional Amounts cannot be avoided by the relevant Payor taking reasonable measures available to it and (b) a written opinion
of an independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and satisfactory to
the Trustee (such approval not to be unreasonably withheld) to the effect that the Payor has been or will become obligated to pay Additional
Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such Officer’s Certificate
and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without liability or further inquiry,
in which event it will be conclusive and binding on the Holders.


 






    Exhibit A-8


     


    

 


(7)       Sinking
Fund. The Issuers will not be required to make mandatory redemption payments or sinking fund payments with respect
to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under Sections
4.07 and 4.11 of the Indenture.


 


(8)       Notice
of Redemption.


 


(a)       At
least 10 days but not more than 60 days prior to the redemption date, the Issuers shall deliver electronically or mail, or at the expense
of the Issuers, cause to be mailed (by first class mail, postage prepaid) or otherwise transmit, any notice of redemption in accordance
with Section 13.01 of the Indenture and as provided in Section 3.03 of the Indenture to each Holder of Notes to be redeemed at the address
of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, except that redemption
notices may be delivered electronically or mailed or otherwise transmitted more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article 8 or Article
12 of the Indenture. Notices may be given by delivery of the relevant notices to DTC for communication to entitled account holders in
substitution for the aforesaid mailing.


 


(b)       If
and for so long as any Notes are listed on the Official List of the Exchange and if and to the extent the rules of the Exchange so require,
the Issuers will notify the Exchange of any such notice to the Holders of the Notes and, in connection with any redemption, the Issuers
will notify the Exchange of any change in the principal amount of the Notes outstanding.


 


(c)       Notes
in denominations larger than $200,000 may be redeemed in part but only in integral multiples of $1,000; provided, however,
that, after giving effect to such redemption, the applicable Note shall have a denomination of no less than $200,000.


 


(d)       No
later than 10:00 a.m. (New York City time) on each date of redemption or purchase, the Issuers will deposit with the Trustee or with
the Principal Paying Agent money sufficient to pay the redemption or purchase price of, accrued interest, the Applicable Premium, if
any, and Additional Amounts, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Principal Paying Agent
will promptly return to the Issuers any money deposited with the Trustee or the Principal Paying Agent by the Issuers in excess of the
amounts necessary to pay the redemption or purchase price of, accrued interest, the Applicable Premium, if any, and Additional Amounts,
if any, on all Notes to be redeemed or purchased. If the Issuers comply with the provisions of this paragraph 8(d) and the provisions
of Section 3.05(a) of the Indenture, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the
portions of Notes called for redemption or purchase.


 


(9)       Repurchase
at the Option of the Holder


 


(a)       If
a Change of Control occurs, unless (i) a third party makes a change of control offer as described herein or (ii) the Issuers have previously
or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes as described under paragraph
5 of this Note, the Issuers will make an offer to purchase all of the Notes (equal to $200,000 in principal amount or in integral multiples
of $1,000 in excess thereof; provided that the Notes of $200,000 or less in principal amount may only be redeemed in whole and
not in part) pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to but excluding the date
of repurchase. Within 60 days following any Change of Control, the Issuers will deliver or cause to be delivered a notice of such Change
of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee,
to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures
of DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes for the
specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from
the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice, except in the case
of a conditional Change of Control Offer made in advance of a Change of Control as described below.


 


(b)       The
amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided
in Section 4.07(a) of the Indenture within the applicable time period will be deemed to constitute “Excess Proceeds”
under the Indenture; provided that, if at the time of any definitive


 






    Exhibit A-9


     


    

 


agreement, put option or similar arrangement
in respect of any Asset Disposition or (at the option of the Company) the date on which Net Available Cash from an Asset Disposition
is received, the Consolidated Total Net Leverage Ratio of the Company and the Restricted Subsidiaries is no greater than 4.50 to 1.00,
50.0% of the Net Available Cash from such Asset Disposition shall be deemed not to constitute Excess Proceeds and may be used by the
Company or any of its Restricted Subsidiaries for any purpose not prohibited by the Indenture. On the 451st day (or such longer period
permitted by Section 4.07(a)(3)(b) of the Indenture) after the later of an Asset Disposition or the receipt of such Net Available Cash,
if the aggregate amount of Excess Proceeds under the Indenture exceeds the greater of $135.0 million and 25.0% of LTM EBITDA, the Company
will be required to make an offer (“Asset Disposition Offer”) within 10 Business Days to all Holders under the Indenture
and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to repay, prepay or purchase the
maximum aggregate principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may
be repaid, prepaid or purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the
principal amount of the Notes (and, in the case of any Pari Passu Indebtedness, an offer price of no more than 100% of the principal
amount of such Pari Passu Indebtedness), in each case, plus accrued and unpaid interest, if any, to, but not including, the date of repayment,
prepayment or purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Indebtedness,
as applicable, and with respect to the Notes, in minimum denominations of $200,000 and in integral multiples of 41,000 in excess thereof.
The Company will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, the
Principal Paying Agent and each Holder at the address of such Holder appearing in the security register or otherwise in accordance with
the applicable procedures of DTC describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase
the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 10 days and no later
than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice.
The Company may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset
Disposition Offer with respect to all Net Available Cash prior to the expiration of the relevant 450 days (or such longer period as provided
above) or with respect to any unapplied Excess Proceeds.


 


(10)       Denominations,
Transfer, Exchange. The Notes are in registered form without coupons attached in denominations of $200,000 and in integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and
the Issuers may require a Holder to pay any taxes, duties and governmental charges required by law or permitted by the Indenture. The
Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part.


 


(11)       Persons
Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes.


 


(12)       Amendment,
Supplement and Waiver. The Notes Documents may be amended as set forth in the Indenture.


 


(13)       Defaults
and Remedies.


 


(a)       Each
of the following is an “Event of Default” under the Indenture:


 


(1)       default
in any payment of interest on any Note when due and payable, continued for 30 days;


 


(2)       default
in the payment of the principal amount of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise;


 


(3)       failure
by the Issuers or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders
of at least 30% in aggregate principal amount of the outstanding Notes with any agreement or obligation contained in the Indenture (in
each case, other than those set out in clauses (1) or (2) of this paragraph 13(a));


 






    Exhibit A-10


     


    

 


(4)       the
occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed which is Incurred or Guaranteed by the Company or any Significant Subsidiary, other
than Indebtedness owed to the Company or a Restricted Subsidiary, which:


 


(a)       is
caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace
periods) provided in such Indebtedness (a “payment default”); or


 


(b)       results
in the acceleration of such Indebtedness prior to its stated final maturity (the “cross acceleration provision”),


 


and, in each case, the aggregate principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment
default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has
been accelerated, is in excess of the greater of (x) $165.0 million and (y) 30.0% of LTM EBITDA;


 


(5)       any
of the following occurs:


 


(a)                
a decree or order for relief in respect of either Issuer, the Company or a Significant Subsidiary in an involuntary case or proceeding
under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional;


 


(b)               
a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional:


 


(i)      adjudging
that either Issuer, the Company or a Significant Subsidiary is bankrupt or insolvent;


 


(ii)     other
than on a solvent basis, seeking reorganization, arrangement, adjustment, proposal or composition of or in respect of any Issuer, the
Company or that Significant Subsidiary;


 


(iii)     other
than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, assignee, trustee,
sequestrator (or other similar official) for any substantial part of their respective properties; or


 


(iv)     other
than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of either Issuer, the Company or a Significant
Subsidiary,


 


and any such decree, order or appointment continues to be
in effect and unstayed for a period of 60 consecutive days; or


 


(c)                
either Issuer, the Company or a Significant Subsidiary:


 


(i)     consents
to the filing of a petition, application, answer, proposal or consent seeking reorganization or relief under any applicable Bankruptcy
Law;


 


(ii)     consents
to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any applicable Bankruptcy
Law;


 


(iii)     consent
to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law;


 






    Exhibit A-11


     


    

 


(iv)     other
than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent)
or manager, liquidator, administrator, examiner, supervisor, assignee, trustee, sequestrator or similar official for any substantial
part of their respective properties;


 


(v)     other
than on a solvent basis, makes an assignment or proposal for the benefit of its creditors generally; or


 


(vi)     admits
it is insolvent or admits in writing its inability to pay its debts generally as they become due or commits an “act of bankruptcy”
under any applicable Bankruptcy Law,


 


which, in each case, is sanctioned by a court and becomes
unconditional;


 


(6)       failure
by the Company, the Issuers or a Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $165.0 million
and (y) 30.0% of LTM EBITDA, other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable
and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days (after receipt
of notice as described in clause (b) below) after such judgment becomes final, and in the event such judgment is covered by insurance,
an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment
default provision”);


 


(7)       any
Security Interest under the Security Documents having a fair market value in excess of the greater of (x) $165.0 million and (y) 30.0%
of LTM EBITDA shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the relevant Security
Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Indenture) for any reason other than the satisfaction
in full of all obligations under the Indenture or the release of any such Security Interest in accordance with the terms of the Indenture,
the Intercreditor Agreement, any Additional Intercreditor Agreement or the Security Documents or any such Security Interest created thereunder
shall be declared invalid or unenforceable or the Company or any Restricted Subsidiary shall assert in writing that any such Security
Interest is invalid or unenforceable and any such Default continues for 30 days; and


 


(8)       except
as permitted under the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement (including with respect to any
limitations), any Notes Guarantee of one or more Guarantors that together constitute a Significant Subsidiary (a “Significant
Guarantor”) is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect, or is denied or disaffirmed by such Significant Guarantor or any Person acting on behalf of it.


 


(b)       However,
a Default under clauses (4) or (6) of paragraph 13(a) will not constitute an Event of Default until the Trustee or the Holders of at
least 30% in aggregate principal amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (4) and
(6) of paragraph 13(a), the Company does not cure such Default within 60 days after receipt of such notice.


 


(c)       If
an Event of Default (other than an Event of Default described in clause (5) of paragraph 13(a)) occurs and is continuing, the Trustee
by written notice to the Company or the Holders of at least 30% in aggregate principal amount of the outstanding Notes by written notice
to the Issuers and the Trustee may, and the Trustee (subject to certain conditions) at the request of such Holders shall, declare the
principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal
and accrued and unpaid interest, if any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes
because an Event of Default described in Section clause of (4) of paragraph 13(a) has occurred and is continuing, the declaration of
acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default
pursuant to clause (4) of paragraph 13(a) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness
that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration
with respect thereto and the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of
competent jurisdiction.


 






    Exhibit A-12


     


    

 


(d)       If
an Event of Default described in clause (5) of paragraph 13(a) with respect to the Issuers occurs and is continuing, the principal of
and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders.


 


(e)       Holders
may not enforce the Indenture or the Notes except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional
Intercreditor Agreement and may not enforce the Security Documents except as provided in such Security Documents and subject to the Intercreditor
Agreement and any Additional Intercreditor Agreement.


 


(f)       Except
as otherwise set forth in the Indenture, the Holders of a majority in principal amount of the outstanding Notes are given the right to
direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing, of which a Responsible Officer
of the Trustee has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that
a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts
with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve
the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification and/or
security satisfactory to the Trustee in its sole discretion against all fees, losses, liabilities and expenses caused by taking or not
taking such action.


 


(14)       AUTHENTICATION.
This Note will not be valid until authenticated by the manual or facsimile signature of the Trustee or an Authenticating Agent.


 


(15)       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).


 


(16)       ISIN
AND CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers
has caused ISIN and CUSIP numbers to be printed on the Notes, and the Trustee may use ISIN and CUSIP numbers in notices of redemption
as a convenience to Holders. Any such notice may state that no representation is made as to the correctness or accuracy of the ISIN or
CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed
on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.


 


(17)       GOVERNING
LAW. THE INDENTURE, THIS NOTE, THE NOTES GUARANTEES AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Issuers will furnish
to any Holder upon written request and without charge a copy of the Indenture, the form of Note, the Security Documents and the Intercreditor
Agreement or any Additional Intercreditor Agreement. Requests may be made to:


 


Ardagh Metal Packaging S.A.


56, rue Charles Martel, L-2134


Luxembourg, Luxembourg


 






    Exhibit A-13


     


    

 


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 Issuers.  The agent may substitute another to act for
    him.



 


Date: ___________________  




 


	Your Signature:  	 
	 	(Sign exactly as your name appears on the face of this Note)



 


Signature Guarantee*: _____________________



 


		*	Participant in a recognized Signature Guarantee
                                            Medallion Program (or other signature guarantor acceptable to the Trustee).



 






    Exhibit A-14


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuers pursuant to Section 4.07 or 4.11 of the Indenture, check the appropriate box below:


 


 ̈ Section
4.07                                   ̈
Section 4.11


 


If you want to elect to have only part of the
Note purchased by the Issuers pursuant to Section 4.07 or 4.11 of the Indenture, state the amount you elect to have purchased (in denominations
of $200,000 and in integral multiples of $1,000 in excess thereof):


 


$ ____________________


 


Date: _________________


 





	Your Signature:  	 
	 	(Sign exactly as your name appears on the face of this Note)
	 	 
	Tax Identification No.:	 


 


Signature Guarantee*: _________________:


 


		*	Participant in a recognized Signature Guarantee
                                            Medallion Program (or other signature guarantor acceptable to the Trustee).



 






    Exhibit A-15


     


    

 


SCHEDULE A


 


EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive
Registered Note for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of decrease 
 in principal
    amount 
 of 
 this Global Note	 	Amount of increase 
 in principal
    amount 
 of 
 this Global Note	 	Principal amount 
 of this Global
    Note 
 following such 

    decrease 
 (or increase)	 	Signature of 
 authorized officer
    of 
 Registrar or Paying 

    Agent



 


 





 



3  Use the Schedule of Exchanges of Interests language
if Note is in Global Form.


 






    Exhibit A-16


     


    





 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER FOR NOTES


 


Ardagh Metal
Packaging Finance USA LLC

Ardagh Metal Packaging Finance plc

c/o Ardagh Metal Packaging S.A.

56, rue Charles Martel, L-2134

Luxembourg, Luxembourg



Citibank, N.A., London Branch

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom


 


Re: 6.000% Senior Secured Green Notes due 2027 (the “Notes”)


 


Reference is hereby made
to the Indenture, dated as of June 8, 2022 (the “Indenture”), among, the Issuers, Citibank, N.A., London Branch, as
Trustee, Security Agent, Principal Paying Agent and Transfer Agent and Citibank Europe plc as Registrar. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


___________________, (the
 “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $_____________ in such Note[s] or interests (the “Transfer”), to ________________________
(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 


[CHECK ALL THAT APPLY]


 


1.       Check
if Transferee will take delivery of a Book-Entry Interest in the Rule 144A Global Note or a Definitive Registered Note pursuant to Rule
144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933,
as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest
or the Book-Entry Interest or Definitive Registered Note is being transferred to a Person that the Transferor or any Person acting on
its behalf reasonably believed and believes is purchasing the beneficial interest or the Book-Entry Interest or Definitive Registered
Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act
to whom notice has been given that the transfer is being made in reliance on Rule 144A in a transaction meeting the requirements of Rule
144A under the Securities Act and such Transfer is in compliance with any applicable blue sky securities laws of any state or territory
of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or the Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Rule 144A Global Note and/or the Definitive Registered Note and in the Indenture and the Securities Act.


 


2.    ̈   Check
if Transferee will take delivery of a Book-Entry Interest in the Regulation S Global Note or a Definitive Registered Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with Regulation S under the United States Securities
Act of 1933, as amended (the “Securities Act”). Upon consummation of such proposed transfer in accordance with the
terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will not be subject to the restrictions on
Transfer enumerated in the Private Placement Legend.


 






    Exhibit B-1


    


    

 


3.    ̈   Check
and complete if Transferee will take delivery of a Definitive Registered Note pursuant to any provision of the Securities Act other than
Rule 144A or Regulation S. The Transfer is being effected:


 


(a)       pursuant
to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Regulation S
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State
of the United States;


 


OR


 


(b)       to
the Issuers, a Guarantor or a subsidiary thereof;


 


OR


 


(c)       pursuant
to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities
Act.


 


[[TO THE EXTENT APPLICABLE IN THE CASE OF A TRANSFER
UNDER 3(a) OR 3(b) ABOVE] The restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Registered Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend.]


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuers.


 


	 	 
	 	[Insert
    Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Dated:	     	   




 






    Exhibit B-2


    


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


	1.        The Transferor owns and proposes to transfer the following:
	 
	[CHECK ONE]
	 
	(a)          ̈        a
    Book-Entry Interest held through DTC Account No. ____________ in the:
	 
	(i)         ̈        Rule
    144A Global Note                ([ISIN]/[CUSIP])
     ________),
	 
	(ii)        ̈        Regulation
    S Global Note            ([ISIN]/[CUSIP])  ________),
	 
	(b)         ̈        a
    Rule 144A Definitive Registered Note: or
	 
	(c)         ̈        a
    Regulation S Definitive Registered Note,
	 
	2.        After the Transfer the Transferee will hold:
	 
	[CHECK ONE]
	 
	(a)          ̈        a
    Book-Entry Interest held through DTC Account No. ____________ in the:
	 
	(i)         ̈        Rule
    144A Global Note                ([ISIN]/[CUSIP])
     ________),
	 
	(ii)        ̈        Regulation
    S Global Note            ([ISIN]/[CUSIP]) ________),

	 
	(b)         ̈        a
    Rule 144A Definitive Registered Note: or
	 
	(c)         ̈        a
    Regulation S Definitive Registered Note,
	 
	in accordance with the terms of the Indenture.


 






    Exhibit B-3


    


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE FOR THE NOTES


 


Ardagh Metal Packaging Finance USA LLC

Ardagh Metal Packaging Finance plc

c/o Ardagh Metal Packaging S.A.

56, rue Charles Martel, L-2134

Luxembourg, Luxembourg




Citibank, N.A., London Branch

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom


 


Re: 6.000% Senior Secured Green Notes due 2027 (the “Notes”)


 


(ISIN _____________; CUSIP: ____________)


 


Reference is hereby made
to the Indenture, dated as of June 8, 2022 (the “Indenture”), among, the Issuers, Citibank, N.A., London Branch as
Trustee and Security Agent, Citibank, N.A., London Branch, as Principal Paying Agent and Transfer Agent and Citibank Europe plc as Registrar.


 


Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________________________________,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $______________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner
hereby certifies that:


 


1.         ̈        Check
if Exchange is from Book-Entry Interest in a Global Note for Definitive Registered Notes. In connection with the Exchange of the
Owner’s Book-Entry Interest in a Global Note for Definitive Registered Notes in an equal amount, the Owner hereby certifies that
such Definitive Registered Notes are being acquired for the Owner’s own account without transfer. The Definitive Registered Notes
issued pursuant to the Exchange will be subject to restrictions on transfer enumerated in the Indenture and the U.S. Securities Act.


 


2.         ̈        Check
if Exchange is from Definitive Registered Notes for Book-Entry Interest in a Global Note. In connection with the Exchange of the
Owner’s Definitive Registered Notes for Book-Entry Interest in a Global Note in an equal amount, the Owner hereby certifies that
such Book-Entry Interest in a Global Note are being acquired for the Owner’s own account without transfer. The Book-Entry Interests
transferred in exchange will be subject to restrictions on transfer enumerated in the Indenture and the U.S. Securities Act.


 






    Exhibit C-1


    


    

 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuers.


 


	 	 
	 	[Insert
    Name of Transferor]
	 	 
	 	By:	           
	 	 	Name:
	 	 	Title:
	 	 
	 	Dated:	          	 




 






    Exhibit C-2


    


    

 


ANNEX A TO CERTIFICATE OF TRANSFER FOR THE
NOTES


 


	1.       The Transferor owns and proposes to transfer
    the following:
	 
	[CHECK ONE]
	 
	(a)         ̈       a
    Book-Entry Interest held through DTC Account No. ____________ in the:
	 
	(i)        ̈       Rule
    144A Global Note                ([ISIN]/[CUSIP])
     ________),
	 
	(ii)       ̈       Regulation
    S Global Note            ([ISIN]/[CUSIP])  ________),
	 
	(b)        ̈       a
    Rule 144A Definitive Registered Note: or
	 
	(c)        ̈       a
    Regulation S Definitive Registered Note,
	 
	2.       After the Transfer the Transferee will hold:
	 
	[CHECK ONE]
	 
	(a)        ̈       a
    Book-Entry Interest held through DTC Account No. ____________ in the:
	 
	(i)        ̈       Rule
    144A Global Note                ([ISIN]/[CUSIP])
     ________),
	 
	(ii)        ̈       Regulation
    S Global Note            ([ISIN]/[CUSIP])  ________),
	 
	(b)        ̈       a
    Rule 144A Definitive Registered Note: or
	 
	(c)        ̈       a
    Regulation S Definitive Registered Note,
	 
	in accordance with the terms of the Indenture.


 






    Exhibit C-3


    


    

 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY GUARANTORS


 


SUPPLEMENTAL INDENTURE (this
 “Supplemental Indenture”), dated as of ____________________, among ___________________, a company organized and existing
under the laws of _______________________ (the “Guarantor”), Ardagh Metal Packaging Finance USA LLC, a Delaware limited
liability company (the “US Issuer”), Ardagh Metal Packaging Finance plc, a public limited liability company incorporated
under the laws of Ireland (the “Irish Issuer” and together with the US Issuer, the “Issuers”) and
Citibank, N.A., London Branch, as Trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuers has
heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 8, 2022, providing
for the issuance of 6.000% Senior Secured Green Notes due 2027 (the “Notes”);


 


WHEREAS, the Indenture provides
that under certain circumstances the Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture on the terms and conditions
set forth herein (the “Notes Guarantee”); and


 


WHEREAS, pursuant to Section
9.01 and Section 11.04 of the Indenture, the Issuers and the Trustee are authorized to execute and deliver this Supplemental Indenture.


 


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


 


1.       CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.       AGREEMENT
TO GUARANTEE. The Guarantor hereby agrees to provide a Notes Guarantee on the terms and subject to the conditions and limitations set
forth in the Indenture including but not limited to the provisions of Article 11 thereof, as applicable.


 


3.       [LIMITATIONS
ON OBLIGATIONS OF GUARANTOR. [In addition, the obligations of the Guarantor and the granting of its Notes Guarantee shall be limited
as follows: [ ]].]1


 


4.       EXECUTION
AND DELIVERY.


 


(a)       The
Guarantor hereby agrees that its Notes Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee.


 


(b)       If
an Officer or a duly authorized signatory pursuant to a board resolution or power of attorney whose signature is on this Supplemental
Indenture or on the Notes Guarantee no longer holds that office at the time the Trustee procures the authentication of the Note on which
a Notes Guarantee is endorsed, the Notes Guarantee shall be valid nevertheless.


 





 



1
Guarantee limitation language to be included in brackets for relevant jurisdiction(s).


 






    Exhibit D-1


    


    

 


(c)       Upon
execution of this Supplemental Indenture, the delivery of any Note by the Trustee shall constitute due delivery of the Guarantee set
forth in this Supplemental Indenture on behalf of the Guarantor.


 


5.       RELEASES.
Each Guarantee shall be automatically and unconditionally released and discharged in accordance with Section 11.05 of the Indenture.


 


6.       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or shareholder of the Issuers or any of their respective Subsidiaries
or Affiliates, as such, shall have any liability for any obligations of the Issuers under the Notes Documents 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.


 


7.       THIS
SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTES GUARANTEES AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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


 


9.       EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


10.       THE
TRUSTEE. The Trustee shall 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 Guarantor and the Issuers.


 






    Exhibit D-2


    


    

 


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.


 


	 	[GUARANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Ardagh
                                            Metal Packaging Finance USA LLC,

                                                                     as
                                            the US Issuer

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Ardagh
                                            Metal Packaging Finance plc,

                                                                     as
                                            the Irish Issuer

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CITIBANK,
    N.A., LONDON BRANCH,
 as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Exhibit D-3