Common use of Form, Dating and Terms Clause in Contracts

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be in an aggregate principal amount of $180,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company. With respect to any Additional Securities, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000465,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities Notes (as provided herein) and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.10, 2.12, 5.6 or 9.5, in connection with a Collateral Disposition Offer or Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10. Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, unless: (1) Immediately after giving effect to such issuance, no Default or Event of Default shall have occurred and be continuing; (2) Prior to and immediately after giving effect to such issuance, the Company is in compliance with the covenants contained in this Indenture; (3) to the extent not used to refinance Senior Secured Debt, the net cash proceeds from any such issuance of Additional Notes shall be invested in Additional Assets, which Additional Assets, to the extent constituting First Priority Collateral, are thereupon with their acquisition added to the First Priority Collateral securing the Notes; and (4) pending such investment, any such net cash proceeds in an aggregate amount in excess of $5.0 million shall be deposited into the Collateral Account or become the subject of a Net Proceeds Letter of Credit promptly upon the receipt of such net cash proceeds; provided, further that if the proceeds of the Additional Notes are invested in Additional Assets described in clause (ii) or (iii) of the definition thereof, at least a majority of such assets which would constitute First Priority Collateral of the applicable Restricted Subsidiary (on a book value basis) become First Priority Collateral upon acquisition thereof. The Initial Securities Notes shall be known and designated as "8 “12 1/4% Senior Notes, Series A, Secured Notes due 2012" 2015” of the Company. Any Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Notes and Exchange Notes shall be known and designated as "8 “12 1/4% Senior Notes, Series A, Secured Notes due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" 2015” of the Company. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether . In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officers’ Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the The terms of any Additional Securities are Notes shall be established by action taken pursuant to Board Resolutions of the Company, Company and a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20December 16, 20042009, among Portola Packagingthe Company, Inc., the Subsidiary GuarantorsHoldings, X.X. Xxxxxx Securities Inc. and UBS Securities LLCthe other initial purchasers named therein. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S (the “Regulation S Notes”) shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs S, unless exchanged for interests in a Rule 144A Global Note or otherwise an Institutional Accredited Investor Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global SecurityNote, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Paying Agent or Registrar designated by the Company maintained for such purpose in the Borough of Manhattan, The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register (as defined in Section 2.3) or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000150,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3 hereof, Additional Securities Notes and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities Notes pursuant to Section 2.6, 2.8, 2.9, 2.11 5.8 or 9.5 or in connection with an Asset Sale Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.9. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental heretoOfficer's Certificate, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether such Additional Securities Notes shall be Restricted Securities Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20December 15, 2004, among Portola Packaging, Inc.the Company, the Subsidiary Guarantors, X.X. Xxxxxx Securities Brothers Inc. and UBS Securities LLCXxxxxx Xxxxxxx Corp. and the other initial purchasers named therein. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted Securities) (the "Additional Restricted SecuritiesNotes") will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities may Notes thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCDTC or its nominee (the "Securities Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities Notes and any Additional Securities Notes offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be ) deposited upon issuance with, or on behalf of, with the Trustee, Trustee as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Notes, Notes and the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global SecuritiesNotes." The If a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all principal, interest, Additional Interest, if any, and premium, if any, on that Holder's Notes in accordance with the instructions; all other payments of the principal of (and premium, if any) ), interest and interest Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest and Additional Interest, if any, may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNote Register. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premiumpremium and interest and Additional Interest, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,0002,250,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuers may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in Section 2.1(d) ("Restricted Securities") shall be known compliance with Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuers shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the CompanyIssuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuers and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the an indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. If any Additional Notes are issued, the Issuers shall prepare and the Trustee or Collateral Agent, as applicable, shall execute a joinder to the Intercreditor Agreements if required by the terms of the Intercreditor Agreements. (b) The Initial Securities Notes are being offered and sold by the Company Issuers pursuant to a Purchase Agreement (the “Purchase Agreement”), dated January 20September 24, 20042014, among Portola Packagingthe Issuers and, Inc.following the Escrow Release Date, the Subsidiary GuarantorsGuarantors (upon execution of a joinder agreement to the Purchase Agreement) and Xxxxx Fargo Securities, LLC and X.X. Xxxxxx Securities Inc. LLC, on behalf of themselves and UBS Securities LLCas representatives of the Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) and (e) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000500,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu ofof other Notes pursuant to Sections 2.2, other Securities 2.6, 2.8, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrueaccrue and the first interest payment date; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a the Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) persons the Initial Purchasers reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, persons reasonably believed to be QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to persons reasonably believed to be QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A “44A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A “44A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000315,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Section 2.2, 2.6, 2.92.10, 2.11 2.12, 5.6, 5.7 or 9.5 9.4, in connection with an Asset Sale Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.8. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with Sections 3.2 and 3.6. The Initial Securities Notes, and any Additional Notes that may be issued, shall be known and designated as "8 1/4“8.000% Senior Notes, Series A, Notes due 2012" 2021” of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (ib)(i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether . In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officers’ Certificate required by Section 12.2, an Opinion of Counsel, subject to customary assumptions and exclusions, as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes and the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer (or any of its direct or indirect parent companies on behalf of the Issuer), a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20September 24, 20042013 (the “Purchase Agreement”), among Portola Packaging, Inc., the Subsidiary Guarantors, Issuer and X.X. Xxxxxx Securities Inc. and UBS Securities LLCLLC as representative of the other initial purchasers named therein. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note shall be exchanged for beneficial interests in a corresponding permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S S, to QIBs and under Rule 144A or IAIs or otherwise in accordance with this Indenturethe transfer and certification requirements described herein for exchanges of interests in a Global Note. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the Restricted Period ends, investors may also hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are DTC participants. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, Note and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Company Issuer maintained for such purpose in The City and State of New York, the United States or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.32.3 of this Indenture; provided, however, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities will Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be in an aggregate principal amount of $180,000,000200,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3 hereof, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.9, 2.11 2.11, 5.8 or 9.5 or in connection with an Asset Disposition Offer pursuant to Section 3.8 or a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company. With respect to any Additional Securities, the Company Issuers shall set forth in (a) a Board Resolution resolution of the Company Board of Directors and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental heretoOfficer's Certificate, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20June 28, 20042002, among Portola Packaging, Inc.the Issuers, the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCXxxxxxx, Sachs & Co. and the other initial purchasers named therein. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, Act in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCDTC (the "Securities Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be ) deposited upon issuance with, or on behalf of, with the Trustee, Trustee as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, Trustee as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company Issuers maintained for such purpose in The City and State of New York, or at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuers, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNote Register. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company Issuers and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will shall be in an aggregate principal amount of $180,000,000400,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities (as provided herein) and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities pursuant to Section 2.2, 2.6, 2.92.10, 2.11 2.12, 5.8 or 9.5 9.5, in connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4“7.250% Senior Notes, Series A, due 2012" 2019” of the CompanyIssuer. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Securities shall be known and designated as "8 1/4“7.250% Senior Notes, Series A, due 2012" 2019” of the CompanyIssuer. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4“7.250% Senior Notes, Series B, due 2012" 2019” of the CompanyIssuer, and Exchange Securities shall be known and designated as "8 1/4“7.250% Senior Notes, Series B, due 2012" 2019” of the CompanyIssuer. With respect to any Additional Securities, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. In authenticating and delivering Additional Securities, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officers’ Certificate required by Section 12.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20July 27, 20042011, among Portola Packaging, Inc.the Issuer, the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. Guarantors and UBS Securities LLCthe Initial Purchasers. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "“Additional Restricted Securities"”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities and any Additional Restricted Securities offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be ”) deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurities Custodian in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). During Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to nonNon-U.S. persons Persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in another Global Security in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Restricted Securities resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will shall be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTCSecurities Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global Securities." ” The principal of (and premium, if any) and interest (including Additional Interest, if any) on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be Issuer maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments At the Issuer’s option, payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will may be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such the Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Securities. Each Security shall be dated the date of its authentication. , and the Trustee’s certificate of authentication shall be substantially in the form set forth on Exhibit A and Exhibit B. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000525,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this IndentureIndenture (other than special redemptions or offers to purchase related to a particular transaction or an escrow funding and specific to an issuance of Notes (including any special mandatory redemption pursuant to Section 5.9)). Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 2022, 20042016, among Portola Packaging, Inc.the Company, the Subsidiary Guarantorsguarantors named therein and Xxxxxxx, X.X. Xxxxxx Securities Inc. Xxxxx & Co., on behalf of itself and UBS Securities LLCas representative for the several other Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons they reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Non‑U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedNotes Custodian in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). During Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. non‑U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000425,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes in the form of Exhibit A hereto. FurthermoreIn addition, Securities Additional Notes may be authenticated and delivered upon registration or transferdelivered, or in lieu of, other Securities pursuant to Section 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.102.11, 3.7, 3.9, 3.10 and 5.7. The Initial Securities Notes shall be known and designated as "8 1/4“9.25% Senior Notes, Series A, Secured Notes due 2012" 2017” of the CompanyIssuer. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Notes shall be known and designated as "8 1/4“9.25% Senior Notes, Series A, Secured Notes due 2012" 2017” of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (ai) a Board Resolution of the Company and (bii) (iA) an Officers' Officer’s Certificate or (iiB) one or more indentures supplemental hereto, the following information: (1i) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2ii) the issue price and the issue date of such Additional SecuritiesNotes. In authenticating and delivering Additional Notes, including the date from which interest Trustee shall accrue; and (3) whether be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together as one class on all matters to which such Holders are entitled to vote or consent as one classconsent, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20as of December 10, 20042009, among Portola Packagingthe Issuer, Inc.the Company, the Subsidiary Guarantors, Guarantors and X.X. Xxxxxx Securities Inc. and UBS Securities LLCInc., as representative of the initial purchasers. The Initial Securities Notes and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will Notes shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Regulation S Note will be , deposited upon issuance with, or on behalf of, with the Trustee, as custodian for DTCthe Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuer maintained for such purpose in The City and State of New York, or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuer, each installment of interest (other than with respect to Global Notes) may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNote Register. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)Depositary. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company Issuer and the Trustee shall approve the forms form of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000350,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Section 2.2, 2.6, 2.92.10, 2.11 2.12, 5.6, 5.7 or 9.5 9.4, in connection with an Asset Sale Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.8. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with Sections 3.2 and 3.6. The Initial Securities Notes, and any Additional Notes that may be issued, shall be known and designated as "8 1/4“9.500% Senior Notes, Series A, Notes due 2012" 2025” of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (ib)(i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether . In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel, subject to customary assumptions and exclusions, as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes and the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer (or any Parent Entity on behalf of the Issuer), a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20May 7, 20042020 (the “Purchase Agreement”), among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Issuer and Barclays Capital Inc. and UBS Securities LLCas representative of the other Initial Purchasers named therein. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note shall be exchanged for beneficial interests in a corresponding permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this ARTICLE II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S S, to QIBs and under Rule 144A or IAIs or otherwise in accordance with this Indenturethe transfer and certification requirements described herein for exchanges of interests in a Global Note. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the Restricted Period ends, investors may also hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are DTC participants. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, Note and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Company Issuer maintained for such purpose in The City and State of New York, the United States or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.32.3 of this Indenture; provided, however, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities will Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be limited in an aggregate principal amount of to $180,000,000165,250,000. In addition, the Company may issue, from time to time in accordance with the provisions of this IndentureIndenture (including, without limitation, Section 3.3 hereof, Additional Securities and Exchange Securities. Securities Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section Sections 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.9. With respect to any Additional Securities, the Company Issuers shall set forth in (a) a Board Resolution of the Company Resolutions and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto’ Certificates, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Global Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders Securityholders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders Securityholders are entitled to vote or consent as one class, and none of the Holders Securityholders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders Securityholders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered issued in exchange for Original Notes in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act will be issued in the form of a Global Security (the “Initial Global Security”), without interest coupons, in the aggregate principal amount of the Securities, which Security shall be in substantially the form of Exhibit A, which is hereby incorporated by reference and sold made a part of this Indenture, including appropriate legends deposited with the Trustee, as custodian for DTC, duly executed by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., and authenticated by the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCTrustee as hereinafter provided. The Initial Securities and any Global Security may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Initial Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. (c) Any Additional Securities (if issued as Restricted restricted Global Securities) (the "“Additional Restricted Global Securities"”) will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A (“QIBs”) and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Securities and Additional Restricted Global Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in accordance with Rule 501 of the Securities Act, in each case, Act in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Global Securities offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"Securities”) shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"Security”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "“Regulation S Notes"Securities”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be Security”) deposited upon issuance with, or on behalf of, with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "“Institutional Accredited Investor Notes"Securities”) in the United States of America shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"Security”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A NotesSecurities, the Regulation S Notes Securities and the Institutional Accredited Investor Notes Securities will be issued in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"Security”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Initial Global Security, the Rule 144A Global NoteSecurity, the Regulation S Global NoteSecurity, the Institutional Accredited Investor Global Note Security and the Exchange Global Note Security are sometimes collectively herein referred to as the "“Global Securities." ” The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company Issuers maintained for such purpose in The City and State of New York, or at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuers, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company Issuers and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000700,000,000. In addition, the Company Issuer may issueissue Additional Notes, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Section 2.2, 2.6, 2.92.10, 2.11 2.12, 5.8 or 9.5 9.5, in connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities Notes shall be known and designated as "8 1/4“7.625% Senior Notes, Series A, Notes due 2012" 2029” of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officers’ Certificate required by Section 12.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, the Notes and any Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Notes and any Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Notes or any Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 2011, 20042021, among Portola Packaging, Inc.the Issuer, the Subsidiary Guarantors, X.X. Guarantors and J.X. Xxxxxx Securities Inc. and UBS Securities LLC, as representative of the Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeNotes Custodian, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be ”) deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedNotes Custodian in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). During Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to nonNon-U.S. persons Persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in another Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, Note and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be Issuer maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments At the Issuer’s option, payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will may be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the continental United States if such payee owns $1 million or more of the Notes if the Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. , and the Trustee’s certificate of authentication shall be substantially in the form set forth on Exhibit A. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000250,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities Notes (as provided herein) and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to 2.2, 2.6, 2.10, 2.12, 5.6 or 9.5, in connection with an Net Proceeds Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10. Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with Section 3.2 and 3.6. The Initial Securities Notes shall be known and designated as "8 1/4“9.0% Senior Notes, Series A, Notes due 2012" 2019” of the CompanyIssuer. Additional Securities Notes issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Notes shall be known and designated as "8 1/4“9.0% Senior Notes, Series A, Notes due 2012" 2019” of the CompanyIssuer. Additional Securities Notes issued other than as Restricted Securities Notes shall be known and designated as "8 1/4“9.0% Senior Notes, Series B, Notes due 2012" 2019” of the CompanyIssuer, and Exchange Securities Notes shall be known and designated as "8 1/4“9.0% Senior Notes, Series B, Notes due 2012" 2019” of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' ’ Certificate or and (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether such Additional Securities Notes shall be Restricted Securities Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officers’ Certificate required by Section 12.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities will Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20July 14, 20042011, among Portola Packaging, Inc.the Issuer, the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. Guarantors and UBS Securities LLCthe Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”). Beneficial interests in the Temporary Regulation S Global Note shall be exchanged for beneficial interests in a corresponding permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will shall be issued in the form of a permanent global SecurityNote, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company Issuer maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will shall be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities will Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be in an aggregate principal amount of $180,000,000250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3 hereof, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.92.7, 2.11 2.9 or 9.5 or in connection with an Asset Disposition Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior NotesSecurities, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/410-5/8% Senior Notes, Series B, Notes due 20122014" of the Company. With respect to any Additional Securities, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental heretoCertificate, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20July 9, 2004, among Portola Packagingbetween the Company, Inc., the Subsidiary Guarantors, X.X. Xxxxxx J.P. Morgan Securities Inc. and UBS Securities LLCthe other several initial purchasers xxxxxx xx Xchedule I thereto. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case, Act in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be ) deposited upon issuance with, or on behalf of, with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, usage or DTC rule or usage in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,000900,000,000. In addition, the Company Issuer may issue, issue Additional Notes from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange Securities. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, Series Aunless such issuance is in compliance with this Indenture, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known including Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a1) a Board Resolution of the Company and (b) (i2)(i) an Officers' Officer’s Certificate or and/or (ii) one or more indentures supplemental hereto, as applicable, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrueaccrue and the first interest payment date; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with such existing Notes for U.S. federal income tax purposes and otherwise. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together as one class on all matters to which such Holders are entitled to vote or consent as one classconsent, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the and/or an indenture supplemental hereto hereto, as applicable, setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company pursuant (A) to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities and any persons reasonably believed to be QIBs in reliance on Rule 144A or (B) in offshore transactions in reliance on Regulation S. Any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold offered and issued, or resold, as the case may be, initially only to (A) to persons reasonably believed to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in offshore transactions in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold issued, or offered and sold, as the case may be, by the Company Issuer from time to time pursuant to one or more purchase agreements purchase, underwriting or other agreements, as the case may be, in accordance with applicable law. Initial Securities Notes and any Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes") ”), shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) and (e) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000750,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13 or 5.6, in connection with an Asset Disposition Offer, Collateral Asset Disposition Offer or Collateral Advance Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture, provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes, or if the Issuer otherwise determines that any Additional Notes should be differentiated from any other Notes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20March 1, 20042023, among Portola Packaging, Inc.the Issuer, the Subsidiary Guarantors, guarantors set forth in Schedule 2 thereto and X.X. Xxxxxx Securities Inc. and UBS Securities LLCLLC as representative for the several Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons they reasonably believed to be QIBs in reliance on Rule 144A and (B) Non-U.S. Non‑U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, persons reasonably believed to be QIBs, purchasers in reliance on Regulation S S, and AIs and IAIs in accordance with Rule 501 of under the Securities Act, Act in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to persons reasonably believed to be QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. non‑U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests Initial Notes and Additional Restricted Notes resold to AIs in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes United States of America will be issued in the form of a permanent global Security, Definitive Note substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, A including the appropriate legend as set forth in Section 2.1(d) (the "Exchange Global an “Accredited Investor Note"”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, Note and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent designated by the Issuer maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee or Paying Agent, as applicable, may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d)) . The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000295,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities Notes (as provided herein) and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuers may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in Section 2.1(d) ("Restricted Securities") shall be known compliance with Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuers shall set forth in (a1) a Board Resolution of the Company and (b2) (i) an Officers' Officer’s Certificate or and (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuers and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuers pursuant to a Purchase Agreement, dated January 2012, 20042012, among Portola Packaging, Inc.the Issuers, the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. Guarantors and UBS Securities LLCthe Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and S, IAIs in accordance with Rule 501 of under the Securities Act, in each case, in accordance with the procedure procedures described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”). Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes resold (subject to the first paragraph of this Section 2.1(b))to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to AIs in the United States of America shall be issued in the form of a Definitive Note substantially in the form of Exhibit A including the legend as set forth in Section 2.1(d)(5) (the “Accredited Investor Note”). Exchange Securities Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes Notes, and the Institutional Accredited Investor Notes will be issued in the form of a permanent global SecurityNote, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company Issuers maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid through the Paying Agent by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuers shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be in an aggregate principal amount of $180,000,000200,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.92.10, 2.11 2.12 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.103.6. The Initial Securities shall be known and designated as "8 1/46.25% Senior Notes, Series A, due 20122013" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/46.25% Senior Notes, Series A, due 20122013" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/46.25% Senior Notes, Series B, due 20122013" of the Company, and Exchange Securities shall be known and designated as "8 1/46.25% Senior Notes, Series B, due 20122013" of the Company. With respect to any Additional Securities, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to a Board Resolutions of the CompanyResolution, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20April 10, 20042003, among Portola Packaging, Inc.the Company, the Subsidiary Guarantors, X.X. Xxxxxx J.P. Morgan Securities Inc. and UBS Securities LLCthe other initial purchasers named thexxxx. The Initial Xxx Xnitial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTC, duly executed by DTC in the Company and authenticated by manner described in this Article II for credit to the Trustee respective accounts of the purchasers (or to such other accounts as hereinafter providedthey may direct) at Euroclear or Clearstream. During the Restricted Period, interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs held through Euroclear or otherwise Clearstream (as indirect participants in DTC) unless exchanged for interests in a Global Security in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in DTC's system. Euroclear and Clearstream will hold such interests in the Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000225,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3(a), Additional Securities Notes and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities Notes pursuant to Section 2.6, 2.92.8, 2.11 2.10 or 9.5 or in connection with an Asset Disposition Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities Notes shall be known and designated as "8 1/4“10.000% Senior Notes, Series A, due 2012" 2020” of the CompanyIssuers. Additional Securities Notes issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Notes shall be known and designated as "8 1/4“10.000% Senior Notes, Series A, due 2012" 2020” of the CompanyIssuers. Additional Securities Notes issued other than as Restricted Securities Notes shall be known and designated as "8 1/4“10.000% Senior Notes, Series B, due 2012" 2020” of the CompanyIssuers, and Exchange Securities Notes shall be known and designated as "8 1/4“10.000% Senior Notes, Series B, due 2012" 2020” of the CompanyIssuers. With respect to any Additional SecuritiesNotes, the Company Issuers shall set forth in (a) a Board Resolution of the Company and (b) (ib)(i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1i) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2ii) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrueNotes; and (3iii) whether such Additional Securities Notes shall be Restricted Securities Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of under this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities will Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company Issuers pursuant to a Purchase Agreement, dated January 20as of July 11, 20042013, among Portola Packaging, Inc.the Issuers, the Subsidiary Guarantors, X.X. and Xxxxxxx Lynch, Pierce, Xxxxxx Securities Inc. and UBS Securities LLC& Xxxxx Incorporated, as representative of the Initial Purchasers named therein. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued initially in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including the appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Trustee and the Depositary or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S (the “Regulation S Notes”) shall initially be issued initially in the form of a permanent global Security Note substantially in the form of Exhibit A A, including the appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Regulation S Note will be , deposited upon issuance with, or on behalf of, with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Trustee and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Depositary or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Notes, Global Note and the Regulation S Notes and Global Note, as the Institutional Accredited Investor Notes will case may be, shall be issued initially in the form of a permanent global Security, Note substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will be , deposited upon issuance with, or on behalf of, with the Trustee as custodian for DTCNotes Custodian, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. Any Additional Notes issued other than as Restricted Notes shall be issued initially in the form of one or more permanent global Notes substantially in the form of Exhibit B, including the appropriate legend set forth in Section 2.1(d) (each, a “Series B Global Note”), deposited with the Notes Custodian, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. A Series B Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Series B Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as hereinafter provided. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Exchange Global Note Note, and the Exchange Series B Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company Issuers maintained for such purpose in The City and State of New Yorkwithin the United States, or at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuers, each installment of interest on the Notes may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Note Register or (ii) wire transfer or to an account located in the United States maintained by the payee. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, premium and interest) will shall be made by wire transfer of immediately available funds to the accounts specified by DTCthe Depositary. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities will Notes shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretionaccept). The Securities Exchange Notes shall be in the form of Exhibit B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuers shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Any such notation, endorsement or legend shall be furnished to the Trustee in writing. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 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.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000315,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this IndentureIndenture and subject to Section 4.10, Additional Securities Notes and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities Notes pursuant to Section 2.62.06, 2.92.07, 2.11 2.10 or 9.5 9.06 or in connection with a Change of Control Offer pursuant to Section 3.104.09 or an Asset Sale Offer pursuant to Section 4.13. The Initial Securities Notes shall be known and designated as "8 1/4“9% Senior Subordinated Notes, Series A, due 2012" 2014” of the CompanyIssuer. Additional Securities Notes issued as securities bearing one of the restrictive legends described in Section 2.1(d2.01(d) ("“Restricted Securities"Notes”) shall be known and designated as "8 1/4“9% Senior Subordinated Notes, Series A, due 2012" 2014” of the CompanyIssuer. Additional Securities Notes issued other than as Restricted Securities Notes shall be known and designated as "8 1/4“9% Senior Subordinated Notes, Series B, due 2012" 2014” of the CompanyIssuer, and Exchange Securities Notes shall be known and designated as "8 1/4“9% Senior Subordinated Notes, Series B, due 2012" 2014” of the CompanyIssuer. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company Issuer and (b) (i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.10 that the Issuer is relying on to issue such Additional Notes; (2) the issue price and the issue date and the CUSIP number of such Additional SecuritiesNotes, including the date from which interest shall accrue; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code; and (3) whether such Additional Securities Notes shall be Restricted Securities Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto9% Senior Subordinated Notes, Series A, due 2014 or 9% Senior Subordinated Notes, Series B, due 2014. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a the Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCAgreement related to such Initial Notes. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs certain institutional accredited investors (“IAI”s) in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d2.01(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for The Depository Trust Company (“DTC”), duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchangeable for beneficial interests in (a) a corresponding permanent global Security Note, without interest coupons, substantially in the form of Exhibit A A, including appropriate legends as set forth in Section 2.1(d2.01(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”), (b) a Rule 144A Global Note, (c) an Institutional Accredited Investor Global Note (as defined below) or (d) a definitive note in registered certified form (a “Definitive Note”), in each case, after the expiration of the period beginning with the later of the commencement of the offering of the Initial Notes and the Issue Date and ending on the 40th day thereafter (such period through and including such 40th day, the “Restricted Period”) and then only upon delivery of the certification in the form attached hereto as Exhibit F and in the case of an exchange for an interest in an Institutional Accredited Investor Global Note, upon delivery of the certification in the form attached hereto as Exhibit E. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note manner described in this Article Two for credit to the respective accounts of the purchasers (or to such other accounts as they may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs direct) at Euroclear or otherwise in accordance with this IndentureClearstream. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities Notes resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A A, including appropriate legends as set forth in Section 2.1(d2.01(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global SecurityNote, substantially in the form of Exhibit BA, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d2.01(d) (the "“Exchange Global Note"”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. ” Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by (a) wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days three Business Days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)) or, if no such account is specified, (b) check mailed to the address of the Person entitled thereto as such address shall appear on the registry maintained by the Registrar. All other payments on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, State of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.03. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d2.01(d). The Company Issuer and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000€450,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.8, 2.10, 5.6 or 9.4, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in either (a1) a Board Resolution of the Company and Resolution, (b) (i2) an Officers' Officer’s Certificate or (ii3) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustees shall receive and shall be issued fully protected in conclusively relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture; provided that Additional Notes will not be issued with the same Common Code or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee Trustees at or prior to the delivery of the Officers' Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustees, 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. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the TrusteeCommon Depositary, and registered in the name of the Common Depositary or its nominee, as custodian the case may be, for DTCthe accounts of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the U.S. Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on by the records of Registrar and recorded in the Trustee, as custodian for DTC or its nomineeNotes Register, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note")”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.8. The Each Regulation S Global Note will be deposited upon issuance withwith the Common Depositary, and registered in the name of the Common Depositary or on behalf ofits nominee, as the case may be, for the accounts of Euroclear or Clearstream. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to nonNon-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificatetransfer and certification requirements described herein. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on by the records of Registrar and recorded in the Trustee, as custodian for DTC or its nomineeNotes Register, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by participants through Euroclear or Clearstream. The principal of (and premium, if any) and interest and any Additional Interest, if any, on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company Issuer maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Agent maintained for such purpose), or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, thatthat each installment of interest and Additional Interest, if any, may be paid at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNotes Register. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to an account of the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented the Global Notes in accordance with instructions given by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)that Holder. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors Guarantors, the Trustees and the TrusteeAgent, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,0001,449,999,997. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Section SECTIONS 2.2, 2.6, 2.92.11, 2.11 2.13, 5.6 or 9.5 9.5, in connection with an Asset Disposition Offer pursuant to SECTION 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanySECTION 3.9. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether . In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by SECTION 13.4, an Opinion of Counsel as to the validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes and the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of ; provided that if the Additional SecuritiesNotes are not fungible with the Initial Notes and other Additional Notes for U.S. federal income tax purposes, such Additional Notes shall bear a separate CUSIP number. (b) The Initial Securities are being offered Notes shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and sold made a part of this Indenture, including the legend set forth in SECTION 2.1(e) (“Unrestricted Global Note”), deposited with the Notes Custodian, as custodian for DTC, duly executed by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., and authenticated by the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCTrustee as hereinafter provided. The Initial Securities and any Additional Securities (Unrestricted Global Note may be represented by more than one certificate, if issued as Restricted Securities) (so required by DTC’s rules regarding the "Additional Restricted Securities") will maximum principal amount to be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 represented by a single certificate. The aggregate principal amount of the Securities ActUnrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Notes Custodian, in each caseas custodian for DTC or its nominee, in accordance with the procedure described hereinas hereinafter provided. Any Unrestricted Global Note and other global Notes issued under this Indenture shall be sometimes referred to as a “Global Note.” Additional Securities offered after the date hereof Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by understanding that the Company and authenticated by may only sell Additional Notes to the Trustee as hereinafter provided. The Rule 144A Global Note extent they may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificateIncurred under SECTION 3.2. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section SECTION 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register or by wire transfer to a U.S. dollar Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(dSECTION 2.1(e). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000550,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a1) a Board Resolution of the Company and (b2) (i) an Officers' Officer’s Certificate or and (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or and the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20February 6, 20042020, among Portola Packaging, Inc.the Company, the Subsidiary Guarantorsguarantors named therein and Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities Inc. and UBS Securities LLCas representative for the several Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons reasonably believed to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount In accordance with Section 301 of the Indenture, there is hereby created a series of Securities that may be authenticated and delivered under this the Indenture is unlimitedentitled “6.250% Senior Secured Notes due 2023” in the form of Registered Securities (as defined in the Indenture). The Initial Securities Notes issued on the date hereof will shall be in an initial aggregate principal amount of $180,000,0002,200,000,000. In addition, the Company Issuer may issue, from time to time time, in accordance with the provisions of this Supplemental Indenture, Additional Securities Notes having identical terms and Exchange Securitiesconditions as the Notes issued on the Issue Date, other than, if applicable, the date from which interest will accrue. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes unless such issuance is in compliance with this Supplemental Indenture, including Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a1) a Board Resolution of the Company and (b2) (i) an Officers' Officer’s Certificate or and (ii) one or more indentures supplemental heretoindentures, the following information: (1A) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;Notes; and (2B) the issue price and the issue date of such Additional Securitiesdate, including the date from which interest shall accrue; and (3) whether , the CUSIP number and the ISIN of such Additional Securities Notes. In authenticating and delivering Additional Notes, the Trustee shall be Restricted Securities issued in the form of Exhibit A hereto and/or entitled to receive and shall be issued fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Supplemental Indenture; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with such existing Notes for U.S. federal income tax purposes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together as one class on all matters to which such Holders are entitled to vote or consent as one classconsent, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the and a supplemental indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase the Underwriting Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase underwriting agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall The Notes will be issued in the form of a permanent global Security Note, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Supplemental Indenture, deposited with the Trustee as hereinafter provided, including appropriate legends as the legend set forth in Section 2.1(d2.1(e) (the "Rule 144A “Global Note"”). The Global Note will be deposited upon issuance with, deposited with or on behalf of, the Trustee, Trustee as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent designated by the Issuer and maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts as specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 fifteen (15) days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d2.1(e). The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Supplemental Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will shall be in an aggregate principal amount of $180,000,0001,700,394,000. In addition, the Company Issuer may issue, issue Additional Notes from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange Securities. Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, Series Aunless such issuance is in compliance with this Indenture, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known including Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a1) a Board Resolution of the Company and (b) (i2)(i) an Officers' Officer’s Certificate or and/or (ii) one or more indentures supplemental hereto, as applicable, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with such existing Notes for U.S. federal income tax purposes and otherwise. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities will Notes shall vote and consent together as one class on all matters to which such Holders are entitled to vote or consent as one classconsent, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the CompanyIssuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the and/or an indenture supplemental hereto hereto, as applicable, setting forth the terms of the Additional SecuritiesNotes. (b) The In connection with the Exchange Offer, the Initial Securities Notes are being offered and sold by the Company pursuant issued (A) to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities and any persons reasonably believed to be QIBs or (B) certain Non-U.S. Persons in reliance on Regulation S. Any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold offered and issued, or resold, as the case may be, initially only to (A) persons reasonably believed to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold issued, or offered and sold, as the case may be, by the Company Issuer from time to time pursuant to the Exchange Offer or one or more purchase agreements purchase, underwriting or other agreements, as the case may be, in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold Notes issued to QIBs in the United States of America and any Additional Restricted Notes offered and issued to QIBs in reliance on Rule 144A the United States of America (the "Rule 144A “Restricted QIB Notes") ”), shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) and (e) (the "Rule 144A “Restricted QIB Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Restricted QIB Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Restricted QIB Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited, subject to compliance with the other terms of this Indenture. The Initial Securities issued on the date hereof will shall be in an aggregate principal amount of $180,000,000500,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, including Section 3.2 hereof, Additional Securities (as provided herein) and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities pursuant to Section 2.2, 2.6, 2.92.10, 2.11 2.12, 5.8 or 9.5 9.5, in connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4“7.875% Senior Notes, Series A, Notes due 2012" 2024” of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyIssuers. With respect to any Additional Securities, the Company Issuers shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' ’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or hereto. In authenticating and delivering Additional Securities, the Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officers’ Certificate required by Section 11.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the CompanyIssuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuers and delivered to the Trustee at or prior to the delivery of the Officers' ’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company Issuers pursuant to a Purchase Agreement, dated January 20December 2, 20042016, among Portola Packaging, Inc.the Issuers, the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. Guarantors and UBS Securities LLCthe Initial Purchasers. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "“Additional Restricted Securities"”) will shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities and any Additional Restricted Securities offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Security (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedSecurities Custodian in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). During Prior to the 40th day after the later of the commencement of the offering of the Initial Securities and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Security in accordance with the transfer and certification requirements described herein. Following the Restricted Period, Investors may hold their interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs through organizations other than Euroclear or otherwise Clearstream that are participants in accordance with this IndentureDTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, Notes and the Regulation S Notes and the Institutional Accredited Investor Notes will shall be issued in the form of a permanent global Security, substantially in the form of Exhibit BA, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"”). The Exchange Global Note will shall be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTCSecurities Custodian, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global Securities." ” The principal of (and premium, if any) and interest (including Additional Interest, if any) on the Securities shall be payable at the office or agency of the Company Issuers maintained for such purpose in The City and State of New York, or and at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuers, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments At the Issuers’ option, payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will may be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such the Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuers shall approve the forms of the Securities and any notation, endorsement or legend on themthe Securities. Each Security shall be dated the date of its authentication. , and the Trustee’s certificate of authentication shall be substantially in the form set forth on Exhibit A. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000425,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in conclusively relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this IndentureIndenture (other than special redemptions or offers to purchase related to a particular transaction or an escrow funding and specific to an issuance of Notes). Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons they reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more offering or purchase agreements in accordance with applicable law. The Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued delivered in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCNotes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided however, the Initial Notes may be initially issued as Definitive Notes substantially in the form of Exhibit C on the date hereof prior to the issuance of a Rule 144A Global Note. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued delivered in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance authentication with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedNotes Custodian in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”); provided however, the Initial Notes may be initially issued as Definitive Notes substantially in the form of Exhibit C on the date hereof prior to the issuance of a Regulation S Global Note. During Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000300.0 million. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3 hereof, Additional Securities Notes and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities Notes pursuant to Section 2.6, 2.8, 2.9, 2.11 5.8 or 9.5 or in connection with an Asset Sale Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.9. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental heretoOfficer’s Certificate, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrueaccrue and the first interest payment date for such Additional Notes; and (3) whether such Additional Securities Notes shall be Restricted Securities Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial SecuritiesNotes, the Additional Securities Notes and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial SecuritiesNotes, the Additional Securities Notes or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase an Underwriting Agreement, dated January 20April 25, 20042007, among Portola Packaging, Inc.the Company, the Subsidiary Guarantors, X.X. J.X. Xxxxxx Securities Inc. and UBS Securities LLCthe other underwriters named therein. The Initial Securities and any Any Additional Securities Notes (if issued as Restricted Securities) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A (“QIBs”) and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities Notes thereafter may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional The Initial Notes and Exchange Notes exchanged for interests in the Rule 144A Notes and the Regulation S Notes shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee, as custodian for DTC or its nominee (the “Securities offered after the date hereof may be offered and sold Custodian”), duly executed by the Company and authenticated by the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the “Exchange Global Note”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Exchange Global Note may from time to time pursuant to one be increased or more purchase agreements in accordance with applicable law. Initial decreased by adjustments made on the records of the Trustee, as Securities and Custodian, as hereinafter provided Additional Restricted Securities Notes offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be ”) deposited upon issuance with, or on behalf of, with the Trustee, Trustee as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” If a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all principal, interest, Special Interest, if any, and premium, if any, on that Holder’s Notes in accordance with the instructions; all other payments of the principal of (and premium, if any) ), interest and interest Special Interest, if any, on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest and Special Interest, if any, may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNote Register. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premiumpremium and interest and Special Interest, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee DTC or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)nominee. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000450,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, of other Securities Notes pursuant to Section 2.2, 2.6, 2.92.11, 2.11 2.13, 5.6 or 9.5 9.5, in connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuers may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in Section 2.1(d) ("Restricted Securities") shall be known compliance with Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuers shall each set forth in (a1) a Board Resolution of the Company and (b2) (i) an Officers' Officer’s Certificate or and (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to Board Resolutions of the CompanyIssuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company Issuers and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company Issuers pursuant to a Purchase Agreement, dated January 20March 17, 20042021, among Portola Packagingthe Issuers, the Guarantors, Deutsche Bank Securities Inc., as representative of the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCseveral Initial Purchasers of the Notes. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S S, AIs and IAIs in accordance with Rule 501 of under the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes that are offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, nominee as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes that are offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”). Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security Note substantially in the form of Exhibit A A, including appropriate legends as set forth in Section 2.1(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”), within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7 and in accordance with the applicable procedures of DTC. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear or Clearstream. Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the a Temporary Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. The Regulation S Global Note Notes may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its their nominee, as applicable, as hereinafter provided. Initial Securities Notes and Additional Securities Restricted Notes that are resold to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A A, including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as applicable, as hereinafter provided. Exchange Securities exchanged for interests Initial Notes and Additional Restricted Notes resold to AIs in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will United States of America shall be issued in the form of a permanent global Security, Definitive Note substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter providedA, including the appropriate legend as set forth in Section 2.1(d2.1(d)(4) (the "Exchange Global each, an “Accredited Investor Note"”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global Note, Notes and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of Paying Agent designated by the Company Issuers maintained for such purpose purpose. The Issuers will maintain one or more Paying Agents for the Notes in The the Borough of Manhattan, City and State of New York, or at such other office or agency . The Bank of New York Mellon will initially act as the Company as may be maintained for such purpose pursuant to Section 2.3Principal Paying Agent in New York; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 1,000,000, aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made by wire transfer to a U.S. dollar Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee Issuers shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be limited in an aggregate principal amount of to $180,000,000[165,000,000]. In addition, the Company may issue, from time to time in accordance with the provisions of this IndentureIndenture (including, without limitation, Section 3.3 hereof, Additional Securities and Exchange Securities. Securities Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section Sections 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.9. With respect to any Additional Securities, the Company Issuers shall set forth in (a) a Board Resolution of the Company Resolutions and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto’ Certificates, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Global Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders Securityholders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders Securityholders are entitled to vote or consent as one class, and none of the Holders Securityholders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders Securityholders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered issued in exchange for Original Notes in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act will be issued in the form of a Global Security (the “Initial Global Security”), without interest coupons, in the aggregate principal amount of the Securities, which Security shall be in substantially the form of Exhibit A, which is hereby incorporated by reference and sold made a part of this Indenture, including appropriate legends deposited with the Trustee, as custodian for DTC, duly executed by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., and authenticated by the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCTrustee as hereinafter provided. The Initial Securities and any Global Security may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Initial Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. (c) Any Additional Securities (if issued as Restricted restricted Global Securities) (the "“Additional Restricted Global Securities"”) will be resold initially only to (A) QIBs qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A (“QIBs”) and (B) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Securities and Additional Restricted Global Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in accordance with Rule 501 of the Securities Act, in each case, Act in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Global Securities offered and sold to QIBs qualified institutional buyers in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"Securities”) shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"Security”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "“Regulation S Notes"Securities”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be Security”) deposited upon issuance with, or on behalf of, with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "“Institutional Accredited Investor Notes"Securities”) in the United States of America shall be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"Security”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A NotesSecurities, the Regulation S Notes Securities and the Institutional Accredited Investor Notes Securities will be issued in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "“Exchange Global Note"Security”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note Security may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Initial Global Security, the Rule 144A Global NoteSecurity, the Regulation S Global NoteSecurity, the Institutional Accredited Investor Global Note Security and the Exchange Global Note Security are sometimes collectively herein referred to as the "“Global Securities." ” The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company Issuers maintained for such purpose in The City and State of New York, or at such other office or agency of the Company Issuers as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyIssuers, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company Issuers and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000175,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation, Section 3.3 hereof, Additional Securities and Exchange SecuritiesNotes. Furthermore, Securities Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities Notes pursuant to Section 2.6, 2.8, 2.9, 2.11 5.8 or 9.5 or in connection with an Asset Sale Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.9. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental heretoOfficer’s Certificate, the following information: (1) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a the Note Purchase and Exchange Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Notes will be sold initially only to qualified institutional buyers (as defined in Rule 144A under the Securities and any Act (“Rule 144A”)) (“QIBs”) in a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. Any Additional Securities Notes (if issued as Restricted Securities) (the "“Additional Restricted Securities"Notes”) will be resold sold initially only to (Ai) QIBs in reliance on Rule 144A or in a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and (Bii) Non-Persons other than U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such The Initial Securities Notes and Additional Restricted Securities may Notes thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A or in a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTCDTC or its nominee (the “Securities Custodian”), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities and any Additional Securities Notes offered and sold outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of Exhibit A A, including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"). The Regulation S Note will be ”) deposited upon issuance with, or on behalf of, with the Trustee, Trustee as custodian for DTCSecurities Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” If a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with the instructions; all other payments of the principal of (and premium, if any) ), and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payeeNote Register. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule Rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000400,000,000. In addition, the Company Issuers may issue, from time to time in accordance with the provisions of this Indenture, Indenture and Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuers may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in Section 2.1(d) ("Restricted Securities") shall be known compliance with Sections 3.2 and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.6. With respect to any Additional SecuritiesNotes, the Company Issuers shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 13.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes and the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company Issuers pursuant to a Purchase Agreement, dated January 20February 2, 20042016, among Portola Packaging, Inc.the Issuers, the Subsidiary GuarantorsGuarantors and Xxxxxxx Lynch, X.X. Pierce, Xxxxxx Securities Inc. & Xxxxx Incorporated, on behalf of itself and UBS Securities LLCthe other Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S S, AIs and IAIs in accordance with Rule 501 of under the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) and (e) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000500,000,000. In addition, the Company Issuer may issue, from time to time in accordance with the provisions of this Indenture, without the consent of the Holders, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Section 2.6Sections ‎2.2, 2.9‎2.6, 2.11 ‎2.11, ‎2.13, ‎5.6 or 9.5 ‎9.5, in connection with an Asset Disposition Offer pursuant to ‎Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10‎Section 3.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Companycompliance with ‎Section 3.2. With respect to any Additional SecuritiesNotes, the Company Issuer shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Sections ‎9.6 and ‎13.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture, provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities Notes are being offered and sold by the Company Issuer pursuant to a Purchase Agreement, dated January 20October 22, 20042021, among Portola Packaging, Inc.the Issuer, the Subsidiary GuarantorsGuarantors and BofA Securities, X.X. Xxxxxx Securities Inc. and UBS Securities LLCas representative for the several Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons they reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, persons reasonably believed to be QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to persons reasonably believed to be QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section ‎Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A A, including appropriate legends as set forth in Section ‎Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this ‎Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A. /N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, certificate if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company Paying Agent designated by the Issuer maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company Issuer as may be maintained for such purpose pursuant to Section ‎Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee or Paying Agent, as applicable, may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section ‎Section 2.1(d)) . The Company and the Trustee Issuer shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the CompanyIssuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000540,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.02, 2.06, 2.10, 2.12, 5.06 or 9.05 or in connection with a Collateral Disposition Offer or an Optional Collateral Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.02 or in connection with a Change of Control Offer pursuant to Section 3.103.06. Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, unless immediately after giving effect to such issuance, no Event of Default shall have occurred and be continuing. The Initial Securities Notes shall be known and designated as "8 1/4“8.250% Senior Notes, Series A, Secured Notes due 2012" 2020” of the Company. Any Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") Notes shall be known and designated as "8 1/4“8.250% Senior Notes, Series A, Secured Notes due 2012" 2020” of the Company. Any Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of Notes that are not fungible with the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the CompanyInitial Notes for U.S. federal income tax purposes will have a separate CUSIP number. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information: (1i) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;; and (2ii) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrue; and (3) whether . In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 13.04, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B heretoNotes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the The terms of any Additional Securities are Notes shall be established by action taken pursuant to a Board Resolutions Resolution of the Company, Company and a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or the indenture Indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold issued by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCOffering Memorandum. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold placed initially only to with (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S (the “Regulation S Notes”) shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”), without interest coupons. Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Security Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d(d) (the "“Permanent Regulation S Global Note"). The ” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) and upon (i) delivery by the Company of a certification or other evidence in a form reasonably acceptable to the Trustee of non-United States beneficial ownership of 100% of the aggregate principal amount of the Temporary Regulation S Global Note or (ii) receipt by the Trustee of an Officer’s Certificate certifying as to the expiration of the Restricted Period and instructing the Trustee to authenticate a Permanent Regulation S Global Note. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article 2 for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), duly executed by including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, societe anonyme (“Clearstream”). Prior to the Company 40th day after the later of the commencement of the offering of the Initial Notes and authenticated by the Trustee as hereinafter provided. During Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in a Rule 144A Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S to QIBs and IAIs or otherwise Global Note on behalf of their participants through customers’ securities accounts in accordance with this Indenturetheir respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, Note and the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, Paying Agent or at such other office or agency of Registrar designated by the Company (or the Trustee when it is acting as the Registrar and Paying Agent) as may be maintained for such purpose pursuant to Section 2.32.03; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed (or otherwise delivered) to addresses Holders of the Persons entitled thereto Notes at their registered addresses as such addresses shall they appear on the Securities Notes Register (as defined in Section 2.03) or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the TrusteeTrustee and the Notes Collateral Agent, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The aggregate principal amount of Securities Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities Notes issued on the date hereof will be in an aggregate principal amount of $180,000,000500,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange SecuritiesNotes (as provided herein). Furthermore, Securities Notes may be authenticated and delivered upon registration or of transfer, exchange or in lieu of, other Securities Notes pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to Section 2.6, 2.9, 2.11 or 9.5 3.5 or in connection with a Change of Control Offer pursuant to Section 3.103.9. The Initial Securities shall be known and designated as "8 1/4% Senior Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described unless such issuance is in compliance with Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company3.2. With respect to any Additional SecuritiesNotes, the Company shall set forth in (a1) a Board Resolution of the Company and (b2) (i) an Officers' Officer’s Certificate or and (ii) one or more indentures supplemental hereto, the following information: (1A) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture; (2B) the issue price and the issue date of such Additional SecuritiesNotes, including the date from which interest shall accrueaccrue and the first interest payment date; and (3C) whether such Additional Securities Notes shall be Restricted Securities issued in Notes. In authenticating and delivering Additional Notes, the form of Exhibit A hereto and/or Trustee shall be issued entitled to receive and shall be fully protected in relying upon, in addition to the form Opinion of Exhibit B heretoCounsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. The Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes shall be considered collectively as a single class for all purposes of this Indenture; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Holders of the Initial Securities, Notes and the Additional Securities and the Exchange Securities Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, Notes or the Additional Securities or the Exchange Securities Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities Notes are established by action taken pursuant to a Board Resolutions Resolution of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Officer’s Certificate or and the indenture supplemental hereto setting forth the terms of the Additional SecuritiesNotes. (b) The Initial Securities Notes are being offered and sold by the Company pursuant to a Purchase Agreementpurchase agreement, dated January 20September 23, 20042021, among Portola Packagingthe Company and Gxxxxxx Sxxxx & Co. LLC, Inc., as representative for the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLCseveral Initial Purchasers. The Initial Securities Notes and any Additional Securities Notes (if issued as Restricted SecuritiesNotes) (the "“Additional Restricted Securities"Notes”) will be resold initially only to (A) Persons reasonably believed to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities Notes and Additional Restricted Securities Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities ActS, in each case, in accordance with the procedure described herein. Additional Securities Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities Notes and Additional Restricted Securities Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Notes"”) shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and any Additional Securities Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the "“Regulation S Notes"”) in reliance on Regulation S shall initially be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Regulation S Global Note"”). The Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee, Trustee as custodian for DTCDTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise S, unless exchanged for interests in a Global Note in accordance with this Indenturethe transfer and certification requirements described herein. Beneficial owners may hold their interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Securities resold Restricted Notes transferred by beneficial owners to IAIs (the "“Institutional Accredited Investor Notes"”) in the United States of America shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, Note and the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." ” The principal of (and premium, if any) and interest on the Securities Notes shall be payable at the office or agency of the Paying Agent designated by the Company maintained for such purpose in The City and State (which shall initially be the office of New Yorkthe Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the CompanyPaying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities Notes represented by Definitive Securities Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities Notes represented by Definitive Securities Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee or Paying Agent, as applicable, may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.