molina-indenturexfinal






    US-DOCS\127593076.31203368.1    MOLINA HEALTHCARE, INC.  $750,000,000  3.875% Senior Notes due 2032  INDENTURE  Dated as of November 16, 2021    U.S. BANK NATIONAL ASSOCIATION  as Trustee  





 






  -i-      US-DOCS\127593076.31203368.1  TABLE OF CONTENTS  Page  ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE ............................................... 1  Section 1.01 Definitions. ........................................................................................................................ 1  Section 1.02 Other Definitions. ............................................................................................................ 12  Section 1.03 Incorporation by Reference of Trust Indenture Act. ....................................................... 13  Section 1.04 Rules of Construction. ..................................................................................................... 13  ARTICLE 2 THE NOTES .......................................................................................................................... 14  Section 2.01 Form Generally. .............................................................................................................. 14  Section 2.02 Execution, Authentication, Delivery and Dating. ........................................................... 14  Section 2.03 [Reserved]. ...................................................................................................................... 15  Section 2.04 Amount of Notes. ............................................................................................................ 15  Section 2.05 Note Registrar and Paying Agent. ................................................................................... 15  Section 2.06 Paying Agent to Hold Money in Trust. ........................................................................... 16  Section 2.07 Holder Lists. .................................................................................................................... 16  Section 2.08 Registration; Registration of Transfer and Exchange. .................................................... 16  Section 2.09 Replacement Notes. ......................................................................................................... 17  Section 2.10 Outstanding Notes. .......................................................................................................... 17  Section 2.11 Treasury Notes. ............................................................................................................... 18  Section 2.12 Temporary Notes. ............................................................................................................ 18  Section 2.13 Cancellation. .................................................................................................................... 18  Section 2.14 Payment of Interest; Defaulted Interest. .......................................................................... 18  Section 2.15 CUSIP or ISIN Numbers. ................................................................................................ 19  Section 2.16 Additional Notes. ............................................................................................................ 19  Section 2.17 Record Date. .................................................................................................................... 19  Section 2.18 Persons Deemed Owners. ................................................................................................ 20  Section 2.19 Computation of Interest. .................................................................................................. 20  ARTICLE 3 REDEMPTION AND PREPAYMENT ................................................................................. 20  Section 3.01 Notices to Trustee. .......................................................................................................... 20  Section 3.02 Selection of Notes to Be Redeemed. ............................................................................... 20  Section 3.03 Notice of Redemption. .................................................................................................... 21  Section 3.04 Effect of Notice of Redemption. ..................................................................................... 22  Section 3.05 Deposit of Redemption Price. ......................................................................................... 22  Section 3.06 Notes Redeemed in Part. ................................................................................................. 22  Section 3.07 Mandatory Redemption. .................................................................................................. 23  Section 3.08 Change of Control Offer. ................................................................................................ 23  ARTICLE 4 COVENANTS ....................................................................................................................... 25  Section 4.01 Payment of Notes. ........................................................................................................... 25  Section 4.02 Maintenance of Office or Agency. .................................................................................. 25  Section 4.03 Limitation Upon Liens. ................................................................................................... 26  





 






  -ii-    US-DOCS\127593076.31203368.1  Section 4.04 Limitation on Sale and Leaseback Transactions. ............................................................ 29  Section 4.05 Future Guarantors ............................................................................................................ 29  Section 4.06 Compliance Certificates. ................................................................................................. 30  Section 4.07 Waiver of Certain Covenants. ......................................................................................... 30  Section 4.08 Repurchase at the Option of Holders Upon a Change of Control. .................................. 30  Section 4.09 Reports to Holders. .......................................................................................................... 32  Section 4.10 Taxes. .............................................................................................................................. 33  Section 4.11 Stay, Extension and Usury Laws. .................................................................................... 33  Section 4.12 Corporate Existence. ....................................................................................................... 33  ARTICLE 5 SUCCESSORS ....................................................................................................................... 33  Section 5.01 Merger, Consolidation or Sale of Assets. ........................................................................ 33  Section 5.02 Successor Corporation Substituted. ................................................................................. 34  ARTICLE 6 DEFAULTS AND REMEDIES ............................................................................................. 35  Section 6.01 Events of Default. ............................................................................................................ 35  Section 6.02 Acceleration. ................................................................................................................... 36  Section 6.03 Other Remedies. .............................................................................................................. 36  Section 6.04 Waiver of Defaults. ......................................................................................................... 37  Section 6.05 Control by Majority. ........................................................................................................ 37  Section 6.06 Limitation on Suits. ......................................................................................................... 37  Section 6.07 Rights of Holders to Receive Payment. .......................................................................... 38  Section 6.08 Collection Suit by Trustee. .............................................................................................. 38  Section 6.09 Trustee May File Proofs of Claim. .................................................................................. 38  Section 6.10 Priorities. ......................................................................................................................... 38  Section 6.11 Undertaking for Costs. .................................................................................................... 39  ARTICLE 7 TRUSTEE .............................................................................................................................. 39  Section 7.01 Duties of Trustee. ............................................................................................................ 39  Section 7.02 Rights of Trustee. ............................................................................................................ 40  Section 7.03 Individual Rights of Trustee. ........................................................................................... 41  Section 7.04 Trustee’s Disclaimer. ...................................................................................................... 42  Section 7.05 Notice of Defaults. .......................................................................................................... 42  Section 7.06 [Reserved.] ...................................................................................................................... 42  Section 7.07 Compensation and Indemnity. ......................................................................................... 42  Section 7.08 Replacement of Trustee. .................................................................................................. 43  Section 7.09 Successor Trustee by Merger, etc. .................................................................................. 44  Section 7.10 Eligibility; Disqualification. ............................................................................................ 44  ARTICLE 8 SATISFACTION AND DISCHARGE OF THE INDENTURE AND  DEFEASANCE ...... 45  Section 8.01 Satisfaction and Discharge of Notes; Discharge of Indenture......................................... 45  Section 8.02 Legal Defeasance . .......................................................................................................... 45  Section 8.03 Defeasance of Certain Obligations. ................................................................................. 46  Section 8.04 Application of Trust Money. ........................................................................................... 47  Section 8.05 Repayment to Company. ................................................................................................. 48  Section 8.06 Reinstatement. ................................................................................................................. 48  





 






  -iii-    US-DOCS\127593076.31203368.1  ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER ............................................................... 48  Section 9.01 Without Consent of Holders of Notes. ............................................................................ 48  Section 9.02 With Consent of Holders of Notes. ................................................................................. 49  Section 9.03 Action by Holders; Record Dates. ................................................................................... 50  Section 9.04 Revocation and Effect of Consents. ................................................................................ 51  Section 9.05 Notation on or Exchange of Notes. ................................................................................. 51  Section 9.06 Trustee to Sign Amendments, etc. .................................................................................. 51  ARTICLE 10 SUBSIDIARY GUARANTEE ............................................................................................ 51  Section 10.01 Subsidiary Guarantees. .................................................................................................... 51  Section 10.02 Limitation on Guarantors Liability. ................................................................................ 52  Section 10.03 Execution and Delivery of Subsidiary Guarantee. .......................................................... 53  Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. .................................................... 53  Section 10.05 Release. ........................................................................................................................... 54  Section 10.06 Benefits Acknowledged. ................................................................................................. 54  ARTICLE 11 [RESERVED] ...................................................................................................................... 54  ARTICLE 12 MISCELLANEOUS ............................................................................................................ 54  Section 12.01 [Reserved]. ...................................................................................................................... 54  Section 12.02 Notices............................................................................................................................. 54  Section 12.03 [Reserved.] ...................................................................................................................... 56  Section 12.04 Certificate and Opinion as to Conditions Precedent. ...................................................... 56  Section 12.05 Statements Required in Certificate or Opinion. .............................................................. 56  Section 12.06 Rules by Trustee and Agents. .......................................................................................... 57  Section 12.07 No Personal Liability of Directors, Officers, Incorporators, Employees or  Stockholders. .............................................................................................................. 57  Section 12.08 Governing Law. ............................................................................................................... 57  Section 12.09 No Adverse Interpretation of Other Agreements. ........................................................... 57  Section 12.10 Successors. ...................................................................................................................... 57  Section 12.11 Severability. .................................................................................................................... 57  Section 12.12 Counterpart Originals. ..................................................................................................... 57  Section 12.13 Table of Contents, Headings, etc. ................................................................................... 57  Section 12.14 [Reserved]. ...................................................................................................................... 58  Section 12.15 Waiver of Jury Trial. ....................................................................................................... 58  Section 12.16 Force Majeure. ................................................................................................................ 58  Section 12.17 USA Patriot Act. ............................................................................................................. 58    APPENDIX & EXHIBITS    Rule 144A / Regulation S Appendix  EXHIBIT 1 to Rule 144A / Regulation S Appendix – Form of Initial Note   EXHIBIT 2 to Rule 144A / Regulation S Appendix – Form of Transferee Letter of Representation  EXHIBIT 3 to Rule 144A / Regulation S Appendix – Form of Non-U.S. Beneficial Ownership  Certification by Euroclear or Clearstream Luxembourg  Exhibit A – Form of Notation of Guarantee   





 






  -1-      US-DOCS\127593076.31203368.1  INDENTURE  This INDENTURE dated as of November 16, 2021, is by and between Molina Healthcare, Inc., a  Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking  association, as trustee (the “Trustee”).  RECITALS OF THE COMPANY  A. The Company has duly authorized the execution and delivery of this Indenture to provide  for the issuance of 3.875% Senior Notes due 2032 issued on the date hereof (the “Initial Notes”).  B. All things and acts necessary to make this Indenture the legal, valid and binding  obligation of the Company have been done.  NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For, and in consideration of the premises and the purchase of the Notes by the Holders (as defined  herein) thereof, the Company and the Trustee mutually covenant and agree, for the equal and ratable  benefit of the Holders of the Notes, as follows:  ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE  Section 1.01 Definitions.  For all purposes of this Indenture, except as otherwise expressly provided or unless the context  otherwise requires:  “Additional Notes” means any additional 3.875% Senior Notes due 2032 issued from time to  time after the Issue Date under the terms of this Indenture other than pursuant to Sections 2.08, 2.09, 2.12,  3.06 or 9.05 of this Indenture.  “Affiliate” of any specified Person means any other Person directly or indirectly controlling or  controlled by or under direct or indirect common control with such specified Person.  For purposes of this  definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of  the power to direct or cause the direction of the management or policies of such Person, whether through  the ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms  “controlling,” “controlled by” and “under common control with” have correlative meanings.  “Agent” means any Note Registrar, co-registrar, Paying Agent or additional paying agent.  “Appendix” has the meaning specified in Section 2.01 of this Indenture.  “Applicable Premium” means the greater of:  (1)  1.0% of the principal amount of the Notes being redeemed; or  (2)  the excess of:  





 






  -2-    US-DOCS\127593076.31203368.1  (a)  the present value at such Redemption Date of (i) the Redemption Price of  the Notes at February 15, 2032 plus (ii) all remaining required interest payments due on  the Notes through, but not including, February 15, 2032 (excluding accrued but unpaid  interest to the Redemption Date), computed using a discount rate equal to the Treasury  Rate as of such Redemption Date plus 50 basis points; over  (b)  the then outstanding principal amount of the Notes.    The Company shall calculate or cause the Applicable Premium to be calculated.  “Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for  beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such  transfer, redemption or exchange.  “Attributable Debt” means, as of any date upon which a determination of the amount thereof  shall be computed, as of any particular time, the present value, calculated using a rate of interest implicit  in such transaction determined in accordance with GAAP, of the obligation of a lessee for rental  payments during the remaining term of any lease (including any period for which such lease has been  extended or may, at the option of the lessor, be extended).   “Authentication Order” means a written order signed in the name of the Company by an Officer  and delivered to the Trustee or, with respect to Sections 2.02, 2.09, 2.12 and 9.05, any other employee of  the Company named in an Officer’s Certificate delivered to the Trustee.  “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of  debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,  reorganization or relief of debtors.  “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under  the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that  term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial  ownership of all securities that such “person” has the right to acquire by conversion or exercise of other  securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a  subsequent condition.    “Board of Directors” means:  (1)  with respect to a corporation, the board of directors of the corporation or any  committee thereof duly authorized to act on behalf of such board;  (2)  with respect to a partnership, the board of directors of the general partner of the  partnership;  (3)  with respect to a limited liability company, the managing member or members or  any controlling committee or managing members thereof; and  (4)  with respect to any other Person, the board or committee of such Person serving a  similar function.  “Board Resolution” of a Person means a copy of a resolution certified by the secretary or an  assistant secretary (or individual performing comparable duties) of the applicable Person to have been  





 






  -3-    US-DOCS\127593076.31203368.1  duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of  such certification, and delivered to the Trustee.  “Business Day” means any day other than a Legal Holiday.  “Capital Lease Obligation” refers to leases that were capitalized on the balance sheet prior to the  adoption of Accounting Standards Codification (“ASC”) 842, Leases, and finance lease liabilities  subsequent to the adoption of ASC 842. For the avoidance of doubt, “Capital Lease Obligation” excludes  leases deemed to be operating leases prior to and after the adoption of ASC 842.   “Capital Stock” means:  (1)  in the case of a corporation, corporate stock;  (2)  in the case of an association or business entity, any and all shares, interests,  participations, rights or other equivalents (however designated) of corporate stock;  (3)  in the case of a partnership or limited liability company, partnership or  membership interests (whether general or limited); and  (4)  any other interest or participation that confers on a Person the right to receive a  share of the profits and losses of, or distributions of assets of, the issuing Person.  “Cash Equivalents” means:  (1)  United States dollars;  (2)  securities issued or directly and fully guaranteed or insured by the United States  government or any agency or instrumentality of the United States government (provided that the  full faith and credit of the United States is pledged in support of those securities) having  maturities of not more than 24 months from the date of acquisition;  (3)  certificates of deposit and Eurodollar time deposits with maturities of 12 months  or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12  months and overnight bank deposits, in each case, with any lender party to the Credit Agreement  or with any domestic commercial bank having capital and surplus in excess of $250.0 million;  (4)  repurchase obligations with a term of not more than thirty days for underlying  securities of the types described in clauses (2) and (3) above entered into with any financial  institution meeting the qualifications specified in clause (3) above;  (5)  commercial paper rated at least A1 by S&P or at least P1 by Moody’s (or  reasonably equivalent ratings of another internationally recognized ratings agency) and in each  case maturing within 12 months after the date of acquisition;  (6)  readily marketable direct obligations issued by any state of the United States or  any political subdivision with a rating of AA or higher from S&P or Aa3 or higher from Moody’s  (or reasonably equivalent ratings of another internationally recognized ratings agency) with  maturities of 24 months or less from the date of acquisition;  





 






  -4-    US-DOCS\127593076.31203368.1  (7)  Indebtedness issued by Persons with a rating of A or higher from S&P or A2 or  higher from Moody’s (or reasonably equivalent ratings of another internationally recognized  ratings agency) in each case with maturities not exceeding 24 months from the date of  acquisition; and  (8) money market funds substantially all of the assets of which constitute Cash  Equivalents of the kinds described in clauses (1) through (7) of this definition.  “Change of Control” means the occurrence of any of the following:  (1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by  way of merger or consolidation), in one or a series of related transactions, of all or substantially  all of the properties or assets of the Company and its Consolidated Subsidiaries, taken as a whole,  to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange  Act);  (2)  the consummation of any transaction (including, without limitation, any merger  or consolidation) the result of which is that any “person” or “group” (as defined above) becomes  the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the  Company, measured by voting power rather than number of shares; or  (3)  the approval by the holders of Capital Stock of the Company of any plan or  proposal for the liquidation or dissolution of the Company (whether or not otherwise in  compliance with the provisions of this Indenture).    Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of  Control under clause (2) above if (i) the Company becomes a direct or indirect Wholly Owned Subsidiary  of a holding company and (ii) the direct or indirect holders of the Voting Stock of such holding company  immediately following that transaction are substantially the same as the holders of the Company’s Voting  Stock immediately prior to that transaction.  “Code” means the U.S. Internal Revenue Code of 1986, as amended.  “Company” means Molina Healthcare, Inc., a Delaware corporation, and any successor thereto.  “Consolidated Adjusted EBITDA” means, with respect to any specified Person for any period, the  Consolidated Net Income of such Person for such period plus, without duplication:  (1) provision for taxes or assessments based on income (and excluding, for the avoidance  of doubt, any amounts under the line item “premium tax expenses” but including, for the avoidance  of doubt, income taxes based on reimbursement amounts attributable to any health insurer fee),  plus franchise or similar taxes, of such Person and its Consolidated Subsidiaries for such period, to  the extent that such provision for taxes was deducted in computing such Consolidated Net Income;  plus  (2) Consolidated Interest Expense, plus amounts excluded from Consolidated Interest  Expense pursuant to clause (1) of the definition thereof, to the extent such expense was deducted  in computing Consolidated Net Income; plus  (3) any fees, expenses or charges related to any Equity Offering, Hedging Obligation,  investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to  





 






  -5-    US-DOCS\127593076.31203368.1  be incurred by this Indenture (including a refinancing thereof) (whether or not successful),  including such fees, expenses and charges relating to this offering of the notes (and the use of  proceeds thereof), in each case, to the extent that such fees, expenses or charges were deducted in  computing Consolidated Net Income; plus  (4) depreciation, depletion, amortization and write-downs of goodwill and other non-cash  charges or expenses (excluding any cash payment made during the period with respect to any non- cash charge in a prior period) of such Person and its Consolidated Subsidiaries for such period to  the extent that such depreciation, depletion, amortization, write-downs of goodwill and other non- cash charges or expenses were deducted in computing such Consolidated Net Income; plus  (5) non-cash charges associated with stock-based compensation expenses pursuant to the  financial reporting guidance of the Financial Accounting Standards Board concerning stock-based  compensation as in effect from time to time, to the extent such charges or expenses were deducted  in computing Consolidated Net Income; plus  (6) any extraordinary, non-recurring or unusual items (excluding any cash payment made  during the period with respect to any extraordinary, non-recurring or unusual item in a prior period)  of such Person and its Consolidated Subsidiaries for such period to the extent that such  extraordinary, non-recurring or unusual items were deducted in computing such Consolidated Net  Income; minus  (7) non-cash gains and all non-cash items of income increasing such Consolidated Net  Income for such period (provided that, to the extent previously subtracted from Consolidated  Adjusted EBITDA for the purposes of this Indenture, any cash payment received during such period  in respect of any non-cash gains or non-cash items of income in a prior period shall be added in  computing Consolidated Adjusted EBITDA during the period in which such cash payment is  received), in each case, on a consolidated basis and determined in accordance with GAAP.  “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,  without duplication, of:  (1) consolidated interest expense of such Person and its Consolidated Subsidiaries for such  period (including amortization of original issue discount and bond premium, the interest component  of Capital Lease Obligations, and net payments and receipts (if any) pursuant to interest rate  Hedging Obligations (provided, however, that if interest rate Hedging Obligations result in net  benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense  unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income)  and excluding amortization of deferred financing fees, debt issuance costs, commissions, fees and  expenses and expensing of any financing fees); plus  (2) consolidated capitalized interest of such Person and the Consolidated Subsidiaries for  such period, whether paid or accrued; minus  (3) interest income for such period; minus  (4) any amortization of deferred charges resulting from the application of Accounting  Principles Board Opinion No. APB 14-1—Accounting for Convertible Debt Instruments that may  be settled in cash upon conversion (including partial cash settlement).  





 






  -6-    US-DOCS\127593076.31203368.1  For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at  an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capital  Lease Obligation in accordance with GAAP.   “Consolidated Net Debt” means as of any date, all Indebtedness of the Company and its  Consolidated Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of  the type described in subsection (i) of the definition thereto less all unrestricted cash and Cash Equivalents  as of such date.  “Consolidated Net Income” means, with respect to any Person for any period, the consolidated Net  Income of such Person and its Consolidated Subsidiaries determined in accordance with GAAP; provided,  however, that there will not be included in such Consolidated Net Income:  (1) any Net Income (loss) of any Person if such Person is not a Consolidated Subsidiary  except that subject to the limitations contained in clause (2) below, the Company’s equity in the  Net Income of any such Person for such period will be included in such Consolidated Net Income  up to the aggregate amount of cash actually distributed by such Person during such period to the  Company or a Consolidated Subsidiary as a dividend or other distribution;  (2) Net Income or loss of any Person for any period prior to the acquisition of such Person  by the Company or a Consolidated Subsidiary, or the Net Income or loss of any Person who  succeeds to the obligations of the Company under this Indenture for any period prior to such  succession;  (3) the cumulative effect of a change in accounting principles;  (4) any net after-tax income (loss) from disposed or discontinued operations and any net  after-tax gains or losses on disposal of disposed or discontinued operations;  (5) the net after-tax effect of any extraordinary, non-recurring or unusual items;  (6) any after tax gains (losses) attributable to sales of assets out of the ordinary course of  business or the write-up of assets;  (7) any fees, expenses or charges related to any Equity Offering, Hedging Obligation,  investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to  be incurred by this Indenture (including a refinancing thereof) (whether or not successful),  including such fees, expenses and charges relating to the offering of the notes (and the use of  proceeds thereof); and  (8) any non-cash compensation charge or expense realized for the grant of stock  appreciation or similar rights, stock options or other rights to officers, directors and employees.   “Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (a)  Consolidated Net Debt that is secured by a Lien to (b) Consolidated Adjusted EBITDA of the Company  and its Consolidated Subsidiaries for the most recently ended four full fiscal quarters for which internal  financial statements are available immediately preceding the date on which such event for which such  calculation is being made shall occur.  “Consolidated Subsidiary” means a Subsidiary of the Company, the accounts of which are  consolidated with those of the Company in accordance with GAAP.  





 






  -7-    US-DOCS\127593076.31203368.1  “Consolidated Total Assets” means, as of the most recent balance sheet date referenced in the  financial statements that have been filed with the SEC or delivered in accordance with Section 4.09  immediately preceding the date on which any determination is being made, the total assets of the  Company and its Consolidated Subsidiaries calculated in accordance with GAAP.  “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section  12.02 hereof, or such other address as to which the Trustee may give notice to the Company.  “Credit Agreement” means that certain Credit Agreement, dated as of June 8, 2020, by and  among the Company, the other loan parties party thereto, the lenders party thereto and Truist Bank, as  administrative agent, including any related notes, guarantees, collateral documents, instruments and  agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed,  refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of  sales of debt securities to institutional investors) in whole or in part from time to time.   “Custodian” means, with respect to the Notes issuable or issued in whole or in part in global  form, the Person specified in Section 2.05 as Custodian with respect to the Notes, and any and all  successors thereto appointed as custodian hereunder and having become such pursuant to the applicable  provisions of this Indenture.  “Default” means any event that is, or with the passage of time or the giving of notice or both  would be, an Event of Default.  “Definitive Note” means a certificated Note registered in the name of the Holder thereof and  issued in accordance with Sections 2.08 or 2.12 hereof, in substantially the form of Exhibit 1 to the  Appendix (as defined herein) except that such Note shall not bear the Global Note legend set forth in  Exhibit 1 to the Appendix and shall not have the “Schedule of Exchanges of Interests in Global Note”  attached thereto.  “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global  form, the Person specified in Section 2.05 hereof as the Depositary with respect to the Notes, and any and  all successors thereto appointed as Depositary hereunder and having become such pursuant to the  applicable provisions of this Indenture.  “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security  into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the  Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a  sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in  whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided,  however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so  convertible or exchangeable at the option of the holder thereof or is so redeemable at the option of the  holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however,  that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the  Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not  constitute Disqualified Stock solely because it may be required to be repurchased by the Company in  order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s  termination, death or disability; provided, further, that any class of Capital Stock of such Person that by  its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is  not Disqualified Stock shall not be deemed to be Disqualified Stock.    “dollars” and the sign “$” mean the lawful money of the United States of America.  





 






  -8-    US-DOCS\127593076.31203368.1  “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital  Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).  “Equity Offering” means (i) a public or private sale of Capital Stock (other than Disqualified  Stock) of the Company or (ii) a public or private sale of Capital Stock (other than Disqualified Stock) of a  direct or indirect parent entity of the Company (to the extent the net proceeds therefrom are contributed to  the common equity capital of the Company), in each case, other than to a Subsidiary of the Company or  pursuant to a registration statement on Form S-8 (or any successor form) under the Securities Act or any  similar offering in any other jurisdiction or otherwise issuable under any employee benefit plan of the  Company or such parent entity of the Company, as the case may be.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Funded Debt” means all indebtedness for the repayment of money borrowed, whether or not  evidenced by a bond, debenture, note or similar instrument or agreement, having a final maturity of more  than 12 months after the date of its creation or having a final maturity of less than 12 months after the  date of its creation but by its terms being renewable or extendable beyond 12 months after such date at the  option of the borrower. For the purpose of determining “Funded Debt” of any Person, there shall be  excluded any particular indebtedness if, on or prior to the final maturity thereof, there shall have been  deposited with the proper depositary in trust the necessary funds for the payment, redemption or  satisfaction of such indebtedness.   “GAAP” means generally accepted accounting principles set forth in the opinions and  pronouncements of the Accounting Principles Board of the American Institute of Certified Public  Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such  other statements by such other entity as have been approved by a significant segment of the accounting  profession, which are in effect from time to time in the United States of America.  “Global Note” has the meaning specified in the Appendix.  “Government Securities” means securities that are:  (1) direct obligations of the United States of America for the timely payment of  which its full faith and credit is pledged; or  (2) obligations of a Person controlled or supervised by and acting as an agency or  instrumentality of the United States of America, a member of the European Union or the United  Kingdom, the timely payment of which is unconditionally guaranteed as a full faith and credit  obligation by the United States of America, which, in each case, are not callable or redeemable at  the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as  defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such  Government Securities or a specific payment of principal of or interest on any such Government  Securities held by such custodian for the account of the holder of such depository receipt;  provided, however, that (except as required by law) such custodian is not authorized to make any  deduction from the amount payable to the holder of such depository receipt from any amount  received by the custodian in respect of the Government Securities or the specific payment of  principal of or interest on the Government Securities evidenced by such depository receipt.  “Guarantee” means a guarantee other than by endorsement of negotiable instruments for  collection in the ordinary course of business, direct or indirect, in any manner, including, without  limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in  





 






  -9-    US-DOCS\127593076.31203368.1  respect thereof, of all or any part of any Indebtedness.  The terms “Guaranteed” and “Guarantees” have  a corresponding meaning.  “Guarantor” means any Subsidiary that executes a Subsidiary Guarantee in accordance with the  provisions of this Indenture and its respective successors and assigns.  “Hedging Obligations” means, with respect to the Company or any of its Consolidated  Subsidiaries, the obligations of such Person under (a) interest rate swap agreements (whether from fixed  to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, (b)  other agreements or arrangements designed to manage interest rates or interest rate risk and (c) other  agreements or arrangements designed to protect such Person against fluctuations in currency exchange  rates or commodity prices.   “Holder” means a Person in whose name a Note is registered in the Note Register.  “Indebtedness” of any Person shall mean, without duplication (a) all obligations of such Person for  borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar  instruments, (c) all obligations of such Person in respect of the deferred purchase price of property or  services (other than trade payables incurred in the ordinary course of business; provided that trade payables  overdue by more than 120 days shall be included in this definition except to the extent that any of such  trade payables are being disputed in good faith and by appropriate measures), (d) all obligations of such  Person under any conditional sale or other title retention agreement(s) relating to property acquired by such  Person, (e) all Capital Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such  Person in respect of letters of credit, acceptances or similar extensions of credit, (g) all obligations of such  Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock  of such Person, (h) Off-Balance Sheet Liabilities, (i) the hedge termination value of all Hedging  Obligations, (j) all guarantees of such Person of the type of Indebtedness described in clauses (a) through  (i) above and (k) all Indebtedness of a third party secured by any Lien on property owned by such Person,  whether or not such Indebtedness has been assumed by such Person.  The Indebtedness of any Person shall  include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a  joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable  therefor.  “Indenture” means this instrument, as originally executed or as it may from time to time be  supplemented or amended in accordance with Article 9 hereof.  “Initial Notes” has the meaning specified in the first recital of this Indenture.  “Initial Purchasers” means Truist Securities, Inc., Barclays Capital Inc., BofA Securities, Inc.,  Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Wells  Fargo Securities, LLC, Citizens Capital Markets, Inc., Fifth Third Securities, Inc., Huntington Securities,  Inc. and U.S. Bancorp Investments, Inc.   “Interest Payment Dates” shall have the meaning set forth in paragraph 1 of each Note.  “Issue Date” means November 16, 2021.  “Legal Holiday” means Saturday, Sunday or other day on which banking institutions in The City  of New York, the city in which the Corporate Trust Office of the Trustee is located or the jurisdiction of  the place of payment are authorized or obligated by law, regulation or executive order to close.  





 






  -10-    US-DOCS\127593076.31203368.1  “Lien” means, with respect to any asset or property, a mortgage, pledge, security interest or other  lien or encumbrance in respect of such asset or property.  “Moody’s” means Moody’s Investors Service, Inc. or any successor to the ratings agency  business thereof.  “Notes” means the Initial Notes and any Additional Notes.  The Initial Notes and any Additional  Notes shall be treated as a single class for all purposes of this Indenture, including waivers, amendments,  redemptions and offers to purchase, and unless the context otherwise requires, all references to the Notes  shall include the Initial Notes and any Additional Notes.  “Offering Memorandum” means the final Offering Memorandum dated November 1, 2021  relating to the Notes.  “Officer” means, with respect to the Company, the Chairman of the Board, Chief Executive  Officer, Chief Financial Officer, President, Chief Accounting Officer, Chief Legal Officer, any Executive  Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company  and, with respect to a Guarantor, if any, the President, Chief Financial Officer, Chief Operating Officer,  any Vice President or the Secretary of such Guarantor.  “Officer’s Certificate” means a certificate signed by an Officer of the Company.  “Off-Balance Sheet Liabilities” of any Person means (i) any repurchase obligation or liability of  such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such  Person under any Sale and Leaseback Transactions, including any Sale and Leaseback Transactions,  whether or not such transactions create a liability on the balance sheet of such Person, (iii) any Synthetic  Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional  equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet  of such Person.  “Opinion of Counsel” means a written opinion from legal counsel which meets the requirements  of Section 12.05 hereof.  The counsel may be an employee of or counsel to the Company.  “Person” means an individual, corporation, partnership, limited liability company, joint venture,  association, joint-stock company, trust, unincorporated organization or any other entity or organization,  including a government or political subdivision or an agency or instrumentality thereof.  “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion  of the same Indebtedness as that evidenced by such particular Note; and any Note authenticated and  delivered under Section 2.09 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the  same Indebtedness as the lost, destroyed or stolen Note.  “Principal Property” means, with respect to any Person, all of such Person’s interests in any kind  of property or asset (including the capital stock in and other securities of any other Person), except such  as the Board of Directors by resolution determines in good faith (taking into account, among other things,  the materiality of such property to the business, financial condition and earnings of the Company and its  Consolidated Subsidiaries taken as a whole) not to be material to the business of the Company and its  Consolidated Subsidiaries, taken as a whole.   “Redemption Date,” when used with respect to any Note to be redeemed, shall mean the date  specified for redemption of such Note in accordance with the terms of such Note and this Indenture.  





 






  -11-    US-DOCS\127593076.31203368.1  “Redemption Price,” when used with respect to any Note to be redeemed, means the price at  which it is to be redeemed pursuant to the terms of such Note and this Indenture.  “Regular Record Date” for the interest payable on any Interest Payment Date means the  applicable date specified as a “Record Date” on the face of the Note.  “Responsible Officer,” when used with respect to the Trustee, means any officer within the  corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility  for the administration of this Indenture and also means, with respect to a particular corporate trust matter  relating to this Indenture, any other officer to whom such matter is referred because of his or her  knowledge of and familiarity with the particular subject, and who shall have direct responsibility for the  administration of this Indenture.  “S&P” means Standard & Poor’s Ratings Service or any successor to the ratings agency business  thereof.  “SEC” means the Securities and Exchange Commission.  “Securities Act” means the Securities Act of 1933, as amended.    “Special Record Date” for the payment of any Defaulted Interest on the Notes means a date  fixed by the Company pursuant to Section 2.14 hereof.  “Stated Maturity” means, with respect to any installment of interest or principal on any series of  Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the  original documentation governing such Indebtedness, and will not include any contingent obligations to  repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the  payment thereof.  “Subsidiary” means, with respect to any specified Person:  (1)  any corporation, association or other business entity of which more than 50% of  the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any  contingency) to vote in the election of directors, managers or trustees of the corporation,  association or other business entity is at the time owned or controlled, directly or indirectly, by  that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and  (2)  any partnership (a) the sole general partner or the managing general partner of  which is such Person or a Subsidiary of such Person or (b) the only general partners of which are  that Person or one or more Subsidiaries of that Person (or any combination thereof).  “Subsidiary Guarantee” means a Guarantee by each Guarantor of the Company’s obligations  under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture, including  pursuant to a Supplemental Indenture hereto.  “Synthetic Lease” shall mean a lease transaction under which the parties intend that (i) the lease  will be treated as an “operating lease” by the lessee pursuant to Accounting Standards Codification  Sections 840-10 and 840-20, as amended and (ii) the lessee will be entitled to various tax and other  benefits ordinarily available to owners (as opposed to lessees) of like property.  “Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining  





 






  -12-    US-DOCS\127593076.31203368.1  rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and,  without duplication, (ii) all rental and purchase price payment obligations of such Person under such  Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the  lease term.  “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations  thereunder.   “Treasury Rate” means, as of any Redemption Date, the yield to maturity at the time of  computation of United States Treasury securities with a constant maturity (as compiled and published in  the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at  least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer  published, any publicly available source of similar market data)) most nearly equal to the period from the  Redemption Date to February 15, 2032; provided, however, that if the period from the redemption date to  February 15, 2032 is not equal to the constant maturity of a United States Treasury security for which a  weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to  the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for  which such yields are given, except that if the period from the Redemption Date to February 15, 2032 is  less than one year, the weekly average yield on actually traded United States Treasury securities adjusted  to a constant maturity of one year shall be used. We will (a) calculate the Treasury Rate as of the second  Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date file with  the trustee an Officer’s Certificate setting forth the Treasury Rate and showing such calculation in  reasonable detail.  “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a  successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and  thereafter “Trustee” shall mean such successor Trustee.  “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from  time to time.  “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the  time entitled to vote in the election of the Board of Directors of such Person.  “Wholly Owned Subsidiary” means any Subsidiary all of the outstanding voting securities of  which (other than directors’ qualifying shares or shares required by applicable law or regulation to be held  by a Person other than the Company or another Subsidiary of the Company) shall at the time be owned or  controlled, directly or indirectly, by the Company or one or more Wholly Owned Subsidiaries, or by the  Company and one or more Wholly Owned Subsidiaries, or any similar business organization which is so  owned or controlled.  Section 1.02 Other Definitions.     Term  Defined in      Section    “Acceleration Notice” 6.02  “ASC” 1.01  “Change of Control Offer”  4.08  “Change of Control Purchase Date”  4.08  “Change of Control Purchase Price”  4.08  “Defaulted Interest” 2.14  





 






  -13-    US-DOCS\127593076.31203368.1  “DTC” 2.05  “Event of Default” 6.01  “losses” 7.07  “Note Register” 2.05  “Note Registrar” 2.05  “Offer Amount” 3.08(c)(2)  “Offer Period” 3.08(d)  “Paying Agent” 2.05  “Purchase Date” 3.08(d)  “Purchase Price”  3.08(c)(2)  “Sale and Leaseback Transaction”  4.04(a)    Section 1.03 Incorporation by Reference of Trust Indenture Act.  (a)  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by  reference in and made a part of this Indenture.  (b)  All other terms used in this Indenture that are defined by the TIA, defined by TIA  reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein have  the meanings so assigned to them either in the TIA, by another statute or SEC rule, as applicable.  Section 1.04 Rules of Construction.  (a)  Unless the context otherwise requires:  (1) a term has the meaning assigned to it;  (2)  an accounting term not otherwise defined herein has the meaning assigned to it in  accordance with GAAP;  (3) “or” is not exclusive;  (4)  words in the singular include the plural, and in the plural include the singular;  (5)  unless otherwise indicated, all references in this Indenture to “Articles,”  “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this  Indenture as originally executed;  (6)  the words “herein,” “hereof” and “hereunder” and other words of similar import  refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;  (7) “including” means “including without limitation”;  (8) provisions apply to successive events and transactions; and  (9)  references to sections of or rules under the Securities Act, the Exchange Act or  the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted  by the SEC from time to time thereunder.  





 






  -14-    US-DOCS\127593076.31203368.1  ARTICLE 2    THE NOTES  Section 2.01 Form Generally.  Provisions relating to the Initial Notes are set forth in the Rule 144A / Regulation S Appendix  attached hereto (the “Appendix”), which is hereby incorporated in, and expressly made part of, this  Indenture.  The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the  form of Exhibit 1 to the Appendix, which is hereby incorporated in, and expressly made a part of, this  Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule,  agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or  endorsement is in a form reasonably acceptable to the Company).  Each Note shall be dated the date of its  authentication.  The terms of the Notes set forth in the Appendix and exhibits thereto are part of the terms  of this Indenture.  Section 2.02 Execution, Authentication, Delivery and Dating.  Two Officers shall sign the Notes for the Company by manual, facsimile or electronic signature.   If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated,  the Note shall nevertheless be valid.  A Note shall not be valid until authenticated by the manual signature of the Trustee.  The  signature shall be conclusive evidence that the Note has been authenticated under this Indenture.  At any time and from time to time after the execution and delivery of this Indenture, the  Company may deliver Notes executed by the Company to the Trustee for authentication, together with an  Authentication Order for the authentication and delivery of such Notes; and the Trustee in accordance  with such Authentication Order shall authenticate and deliver such Notes.  On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount  of $750,000,000 executed by the Company to the Trustee for authentication, together with an  Authentication Order directing the Trustee to authenticate the Notes and certifying that all conditions  precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in  accordance with such Authentication Order shall authenticate and deliver such Initial Notes.  At any time  and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the  Company to the Trustee for authentication, together with an Authentication Order for the authentication  and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and  certifying that all conditions precedent to the issuance of Additional Notes contained herein have been  fully complied with, and the Trustee in accordance with such Authentication Order shall authenticate and  deliver such Additional Notes.  The Trustee shall receive an Authentication Order, an Officer’s Certificate and an Opinion of  Counsel that it may reasonably require in connection with the authentication of Notes.  Such  Authentication Order shall specify the amount of Notes to be authenticated and the date on which the  original issue of Notes is to be authenticated.  Each Note shall be dated the date of its authentication.  No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any  purpose unless there appears on such Note a certificate of authentication substantially in the form  provided for in the applicable exhibit to the Appendix, duly executed by the Trustee by manual signature  of an authorized signatory, and such certificate upon the applicable Note shall be conclusive evidence,  





 






  -15-    US-DOCS\127593076.31203368.1  and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled  to the benefits of this Indenture.    In case the Company, pursuant to Article 5 of this Indenture, shall be consolidated or merged with  or into another Person (whether or not the Company is the surviving Person) or shall sell, transfer,  convey, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person,  and the successor Person resulting from such consolidation, or surviving such merger, or into which the  Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease  or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee  pursuant to Article 5 of this Indenture, any of the Notes authenticated or delivered prior to such  consolidation, merger, sale, transfer, conveyance, lease or other disposition may, from time to time, at the  request of the successor Person, be exchanged for other Notes executed in the name of the successor  Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of  like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon  an Authentication Order of the successor Person, shall authenticate and deliver Notes as specified in such  request for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any  new name of a successor Person pursuant to this Section in exchange or substitution for or upon  registration of transfer of any Notes, such successor Person, at the option of the Holders but without  expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes  authenticated and delivered in such new name.  Section 2.03 [Reserved].  Section 2.04 Amount of Notes.  The aggregate principal amount of Notes which may be authenticated and delivered under this  Indenture is unlimited.  The Notes may have notations, legends or endorsements required by law, stock  exchange rules or usage.  The Notes shall be in minimum denominations of $2,000 and integral multiples  of $1,000 in excess of $2,000.  Except as provided in the Appendix and Exhibits hereto, all Notes shall be substantially identical  except as to the date from which interest shall accrue and except as may otherwise be provided in any  indenture supplemental hereto.  If any of the terms of the Notes are established by action taken pursuant to a Board Resolution, a  copy of any appropriate record of such action shall be certified by the Secretary or an Assistant Secretary  of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting  forth the terms of the Notes.  Section 2.05 Note Registrar and Paying Agent.  The Company shall maintain, with respect to the Notes, an office or agency where Notes may be  presented for registration of transfer or for exchange (“Note Registrar”) and an office or agency where  Notes may be presented for payment (“Paying Agent”) in the United States.  The Note Registrar shall  keep a register (the “Note Register”) of the Notes and of their transfer and exchange.  The Company may  appoint one or more co-registrars and one or more additional paying agents.  The term “Note Registrar”  includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The  Company may change any Paying Agent or Note Registrar without notice to any Holder.  The Company  shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If  the Company fails to appoint or maintain another entity as Note Registrar or Paying Agent, the Trustee  





 






  -16-    US-DOCS\127593076.31203368.1  shall act as such.  The Company or any of its Consolidated Subsidiaries may act as Paying Agent or Note  Registrar.  The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary  with respect to the Global Notes.  The Company initially appoints the Trustee to act as Note Registrar and Paying Agent and to act  as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.  Section 2.06 Paying Agent to Hold Money in Trust.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the  Paying Agent will hold in trust, for the benefit of Holders or the Trustee, all money held by the Paying  Agent for the payment of principal of, premium, if any, or interest on the Notes, and will notify the  Trustee of any default by the Company in making any such payment.  While any such default continues,  the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee.   The Company at any time may require a Paying Agent to pay all funds held by it to the Trustee.  Upon  payment over to the Trustee, the Paying Agent (if other than the Company or a Consolidated Subsidiary)  shall have no further liability for such funds.  If the Company or a Consolidated Subsidiary acts as Paying  Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it  as Paying Agent.  Upon any Event of Default under Section 6.01(f) or (h) hereof relating to the Company,  the Trustee shall automatically serve as Paying Agent for the Notes.  In the event that the Paying Agent receives funds in advance of any due date, the Paying Agent  shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account or any  substantially similar successor account, any earnings on which shall be for the account of the Company.  Section 2.07 Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list  available to it of the names and addresses of all Holders.  If the Trustee is not the Note Registrar, the  Company shall furnish or cause to be furnished to the Trustee at least seven Business Days before each  Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form  and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.  Section 2.08 Registration; Registration of Transfer and Exchange.  Upon surrender for registration of transfer of any Notes at an office or agency of the Company  designated pursuant to Section 4.02 hereof for such purpose, and subject to the provisions of Section 2.2  to the Appendix, the Company shall execute, and the Trustee shall authenticate and deliver, in the name  of the designated transferee or transferees, one or more new Notes of any authorized denominations, of a  like aggregate principal amount.  The Company shall not charge a service charge for any registration of  transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes,  assessments or other governmental charges that may be imposed in connection with the transfer or  exchange of the Notes from the Holder requesting such transfer or exchange (other than any exchange of  a temporary Note for a permanent Note not involving any change in ownership or any exchange pursuant  to Sections 2.12, 3.06 or 9.05 hereof, not involving any transfer).  At the option of the Holders, Notes may be exchanged for other Notes of any authorized  denomination or denominations of like aggregate principal amount and tenor, upon surrender of the Notes  to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the  





 






  -17-    US-DOCS\127593076.31203368.1  Company shall execute, and the Trustee shall authenticate and deliver, the certificated Notes which the  Holder making the exchange is entitled to receive.  All Notes issued upon any registration of transfer or exchange of Notes shall be the valid  obligations of the Company, evidencing the same debt, and entitled to the same benefits under this  Indenture, as the Notes surrendered upon such registration of transfer or exchange.  Every Note presented or surrendered for registration of transfer or for exchange shall be duly  endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and  the Note Registrar duly executed, by the Holder thereof or his or her attorney duly authorized in writing.  The Company shall not be required (i) to issue, register the transfer of or exchange any Notes  during a period beginning 15 days before any selection of Notes to be redeemed or during the period  between a Record Date and the next succeeding Interest Payment Date or (ii) to register the transfer of or  exchange any Note so selected for redemption, in whole or in part, except the unredeemed portion of any  Note being redeemed in part.   Section 2.09 Replacement Notes.  If any mutilated Note is surrendered to the Trustee or the Company and the Trustee and the  Company receives evidence to their satisfaction of the destruction, loss or theft of any Note, the Company  shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate a replacement  Note.  If required by the Trustee or the Company, the Holder of such Note shall provide indemnity that is  sufficient, in the judgment of the Trustee to protect the Trustee, any of its Agents and any authenticating  agent and in the judgment of the Company to protect the Company, the Trustee, any Agent and any  authenticating agent from any loss that any of them may suffer in connection with such replacement.  If  required by the Company, such Holder shall reimburse the Company for its reasonable expenses in  connection with such replacement.  Every replacement Note issued in accordance with this Section 2.09 shall be the valid obligation  of the Company, evidencing the same debt as the destroyed, lost or stolen Note, and shall be entitled to all  of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.  Section 2.10 Outstanding Notes.  The Notes outstanding at any time shall be the entire principal amount of Notes represented by all  of the Global Notes and Definitive Notes authenticated by the Trustee except for those cancelled by it,  those delivered to it for cancellation, those subject to reductions in beneficial interests in a Global Note  effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.10  as not outstanding.  Except as set forth in Section 2.11 hereof, a Note shall not cease to be outstanding  because the Company or an Affiliate of the Company holds the Note.  If a Note is replaced pursuant to Section 2.09 hereof, it shall cease to be outstanding unless the  Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.  If the principal amount of any Note is considered paid under Section 4.01 hereof, it shall cease to  be outstanding and interest on it shall cease to accrue.  If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds,  on a Redemption Date, a Purchase Date or a maturity date, funds sufficient to pay Notes payable on that  





 






  -18-    US-DOCS\127593076.31203368.1  date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to  accrue interest.  Section 2.11 Treasury Notes.  In determining whether the Holders of the required principal amount of Notes have concurred in  any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the Company, shall  be disregarded and deemed not to be outstanding, except that for the purpose of determining whether the  Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a  Responsible Officer of the Trustee knows are so owned shall be so disregarded.  Section 2.12 Temporary Notes.  Until certificates representing Notes are ready for delivery, the Company may prepare and, upon  receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate  temporary Notes.  Temporary Notes shall be substantially in the form of Definitive Notes but may have  variations that the Company considers appropriate for temporary Notes and as shall be reasonably  acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall  authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable.  After  preparation of Definitive Notes, the temporary Note will be exchangeable for Definitive Notes upon  surrender of the temporary Notes.  Holders of temporary Notes shall be entitled to all of the benefits of this Indenture as permanent  Notes.  Section 2.13 Cancellation.  The Company at any time may deliver Notes to the Trustee for cancellation.  The Note Registrar  and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer,  exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of  transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in  accordance with its customary procedures (subject to the record retention requirements of the Exchange  Act or other applicable laws) unless by written order, signed by an Officer of the Company, the Company  directs them to be returned to it.  Certification of the disposal of all cancelled Notes shall be delivered to the Company from time to  time upon request.  The Company may not issue new Notes to replace Notes that it has paid or that have  been delivered to the Trustee for cancellation.  Section 2.14 Payment of Interest; Defaulted Interest.  Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest  Payment Date shall be paid to the person in whose name such Note (or one or more Predecessor Notes) is  registered at the close of business on the Regular Record Date for such interest.  If the Company defaults in a payment of interest on the Notes which is payable (“Defaulted  Interest”), it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest  payable on the Defaulted Interest, to the Persons who are Holders on a subsequent Special Record Date,  in each case at the rate provided in the Notes.  The Company shall notify the Trustee in writing of the  amount of Defaulted Interest proposed to be paid on the Notes and the date of the proposed payment.  The  Company shall fix or cause to be fixed each such Special Record Date and payment date, provided that no  





 






  -19-    US-DOCS\127593076.31203368.1  such Special Record Date shall be less than 10 days prior to the related payment date for such Defaulted  Interest.  At least 15 days before the Special Record Date, the Company (or, upon the written request of  the Company delivered at least 5 Business Days before such notice is to be mailed (or such other period  acceptable to the Trustee), the Trustee in the name and at the expense of the Company) shall mail or cause  to be mailed to Holders a notice that states the Special Record Date, the related payment date and the  amount of such interest to be paid.  Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Note  delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other  Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other  Note.  Section 2.15 CUSIP or ISIN Numbers.  The Company in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in  use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or Offers  to Purchase as a convenience to Holders; provided, however, that any such notice may state that no  representation is made as to the correctness of such numbers either as printed on the Notes or as contained  in any notice of a redemption or notice of a Change of Control Offer and that reliance may be placed only  on the other identification numbers printed on the Notes, and any such redemption or Change of Control  Offer shall not be affected by any defect in or omission of such numbers.  The Company shall promptly  notify the Trustee of any change in the “CUSIP” and/or “ISIN” numbers.  Section 2.16 Additional Notes.  The Company shall be entitled to issue Additional Notes under this Indenture from time to time  after the Issue Date, which shall have identical terms as the Initial Notes issued on the Issue Date, other  than with respect to the date of issuance and issue price and first payment of interest.  The Initial Notes  issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes under  this Indenture, including directions, waivers, amendments, consents, redemptions and offers to purchase;  provided, however, that a separate CUSIP and/or ISIN number (if then generally in use) will be issued for  the Additional Notes, unless the Notes and such Additional Notes are treated as fungible for U.S. federal  income tax purposes.    With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an  Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:  (1)  the aggregate principal amount of such Additional Notes to be authenticated and  delivered pursuant to this Indenture; and  (2)  the issue price, the issue date and the CUSIP and/or ISIN number of such  Additional Notes.  Section 2.17 Record Date.  The record date for purposes of determining the identity of Holders of Notes entitled to vote or  consent to any action by vote or consent or permitted under this Indenture shall be determined as provided  for in TIA § 316(c).  





 






  -20-    US-DOCS\127593076.31203368.1  Section 2.18 Persons Deemed Owners.  Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any  agent of the Company or the Trustee may treat the person in whose name such Note is registered as the  owner of such Note for the purpose of receiving payment of principal of and (subject to Sections 2.07 and  2.13 hereof) interest on such Note and for all other purposes whatsoever, whether or not such Note be  overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be  affected by notice to the contrary.  None of the Company, the Trustee, any Paying Agent or the Note Registrar will have any  responsibility or liability for any aspect of the records relating to or payments made on account of  beneficial ownership interests of a Note in global form or for maintaining, supervising or reviewing any  records relating to such beneficial ownership interests.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any  agent of the Company or the Trustee from giving effect to any written certification, proxy or other  authorization furnished by the Depositary or impair, as between the Depositary and its participants, the  operation of customary practices of the Depositary governing the exercise of the rights of a holder of a  beneficial interest in any Global Note.  Section 2.19 Computation of Interest.  Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day  months.  Interest on the Initial Notes will accrue from November 16, 2021.  If any Interest Payment Date  falls on a day that is a Legal Holiday, the required payment will be made on the next succeeding Business  Day and no interest on such payment will accrue in respect of the delay.  ARTICLE 3    REDEMPTION AND PREPAYMENT  Section 3.01 Notices to Trustee.  Except as set forth in Paragraph 5 of the reverse side of the form of the Notes set forth in Exhibit  1 to the Appendix, the Company will not be entitled to redeem the Notes at its option prior to their Stated  Maturity.  If the Company elects to redeem Notes, it shall furnish to the Trustee, at least 30 days but not  more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (a) the applicable  section of this Indenture and the Notes pursuant to which the redemption shall occur, (b) the Redemption  Date, (c) the principal amount of Notes to be redeemed, (d) the Redemption Price and (e) any conditions  to such redemption.  Section 3.02 Selection of Notes to Be Redeemed.  (a) If less than all of the Notes are to be redeemed at any time, the Trustee will select the  Notes for redemption as follows:  (1) if the Notes are listed on any national securities exchange, in compliance with the  requirements of the principal national securities exchange on which the Notes are listed; or  





 






  -21-    US-DOCS\127593076.31203368.1  (2) if the Notes are not listed on any national securities exchange, based on a method that  most nearly approximates a pro rata basis unless otherwise required by law or DTC requirements.  In the event of partial redemption, the particular Notes to be redeemed shall be selected, unless  otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the  Trustee from the outstanding Notes not previously called for redemption.  (b) The Trustee shall promptly notify the Company in writing of the Notes selected for  redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be  redeemed.  Notes and portions of Notes selected shall be in minimum denominations of $2,000 and  integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be  redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of  $1,000, shall be redeemed.  Except as provided in the preceding sentence, provisions of this Indenture that  apply to Notes called for redemption also apply to portions of Notes called for redemption.  Section 3.03 Notice of Redemption.  At least 30 days but not more than 60 days prior to a Redemption Date, the Company shall  deliver or cause to be delivered by electronic transmission (for Notes held in book-entry form) or first  class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s  registered address appearing in the Note Register, except that redemption notices may be delivered more  than 60 days prior to a Redemption Date if the notice is issued in connection with a satisfaction and  discharge or defeasance, in each case, pursuant to Article 8 hereof.    The notice shall identify the Notes to be redeemed and shall state:  (a) the Redemption Date;  (b) the appropriate method for calculation of the Redemption Price, but need not  include the Redemption Price itself; the actual Redemption Price shall be set forth in an Officer’s  Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption  Date;  (c) if any Note is being redeemed in part, the portion of the principal amount of such  Note to be redeemed and that, after the Redemption Date upon surrender of such Note, if  applicable, a new Note or Notes in principal amount equal to the unredeemed portion shall be  issued upon cancellation of the original Note;  (d) the name and address of the Paying Agent;  (e) that Notes called for redemption must be surrendered to the Paying Agent to  collect the Redemption Price;  (f) that, unless the Company defaults in making such redemption payment, interest  on Notes called for redemption ceases to accrue on and after the Redemption Date;  (g) the applicable section of this Indenture pursuant to which the Notes called for  redemption are being redeemed;  (h) that no representation is made as to the correctness of the CUSIP and/or ISIN  numbers, if any, listed in such notice or printed on the Notes; and  





 






  -22-    US-DOCS\127593076.31203368.1  (i) any conditions to such redemption.  At the Company’s request, the Trustee shall provide the notice of redemption in the Company’s  name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least  45 days (or such shorter period as may be acceptable to the Trustee) prior to the Redemption Date, an  Officer’s Certificate requesting that the Trustee provide such notice (in the name and at the expense of the  Company) and setting forth the information to be stated in such notice as provided in this Section 3.03.  Section 3.04 Effect of Notice of Redemption.  Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called for  redemption shall become irrevocably due and payable on the Redemption Date at the Redemption Price.  Any redemption of the Notes may, at the Company’s discretion, be subject to one or more  conditions precedent.  In addition, if such redemption or notice is subject to satisfaction of one or more  conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may  be delayed until such time as any or all of such conditions shall be satisfied (or waived by the Company  in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event  that any or all such conditions shall not have been satisfied (or waived by the Company in its sole  discretion) by the Redemption Date, or by the Redemption Date so delayed.  Section 3.05 Deposit of Redemption Price.  On or prior to 11:00 a.m. Eastern time on any Redemption Date, the Company shall deposit with  the Trustee or with the Paying Agent (or, if the Company or any of its Consolidated Subsidiaries is the  Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and, if  applicable, accrued and unpaid interest on all Notes to be redeemed on that date.  The Trustee or the  Paying Agent shall promptly, and in any event within two (2) Business Days after the Redemption Date,  return to the Company any money deposited with the Trustee or the Paying Agent by the Company in  excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest, if any,  on, all Notes to be redeemed, and any outstanding fees and expenses of the Trustee.  If the Company complies with the provisions of the preceding paragraph, on and after the  Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for purchase  or redemption in accordance with Section 3.08 hereof, whether or not such Notes are presented for  payment.  If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest  Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name  such Note was registered at the close of business on such Regular Record Date.  If any Note called for  redemption shall not be so paid upon surrender for redemption because of the failure of the Company to  comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption  Date up to and including such date as such principal is paid, and to the extent lawful on any interest not  paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.  Section 3.06 Notes Redeemed in Part.  Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of  an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate for the  Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of  the Note surrendered.  





 






  -23-    US-DOCS\127593076.31203368.1  Section 3.07 Mandatory Redemption.  Except as set forth in Section 4.08, the Company shall not be required to make mandatory  redemption or sinking fund payments with respect to, or offer to purchase, the Notes.  Section 3.08 Change of Control Offer.  (a) In the event that, pursuant to Section 4.08 hereof, the Company shall be required to  commence a Change of Control Offer, it shall follow the procedures specified below.  (b) The Company shall cause a notice of the Change of Control Offer to be sent at least once  to Business Wire or a similar business news service in the United States.  (c) The Company shall commence the Change of Control Offer by sending, by first-class  mail (or electronic transmission), with a copy to the Trustee, to each Holder at such Holder’s address  appearing in the Note Register, a notice the terms of which shall govern the Change of Control Offer  stating:  (1) that the Change of Control Offer is being made pursuant to this Section 3.08 and  Section 4.08, that a Change of Control has occurred, and the circumstances and  relevant facts regarding the Change of Control;  (2) the principal amount of Notes required to be purchased pursuant to Section 4.08 (the  “Offer Amount”), the purchase price set forth in Section 4.08 (the “Purchase  Price”), the Offer Period and the Purchase Date (each as defined below);  (3) that all Notes timely tendered and not withdrawn shall be accepted for payment;  (4) that any Note not tendered or accepted for payment shall continue to accrue interest;  (5) that, unless the Company defaults in making such payment, any Note accepted for  payment pursuant to the Change of Control Offer shall cease to accrue interest after  the Purchase Date;  (6) that Holders electing to have a Note purchased pursuant to a Change of Control Offer  may elect to have Notes purchased equal to $2,000 or in integral multiples of $1,000  in excess of $2,000 only;  (7) that Holders electing to have a Note purchased pursuant to any Change of Control  Offer shall be required to surrender the Note, with the form entitled “Option of  Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book- entry transfer, to the Company, the Depositary, if appointed by the Company, or a  Paying Agent at the address specified in the notice before the close of business on the  third Business Day before the Purchase Date;  (8) that Holders shall be entitled to withdraw their election if the Company, the  Depositary or the Paying Agent, as the case may be, receives, not later than the  expiration of the Offer Period, a telegram, facsimile transmission or letter setting  forth the name of the Holder, the principal amount of the Note (or portions thereof)  the Holder delivered for purchase and a statement that such Holder is withdrawing its  election to have such Note purchased;  





 






  -24-    US-DOCS\127593076.31203368.1  (9) [Reserved];  (10) that Holders whose Notes are purchased in part shall be issued new Notes equal in  principal amount to the unpurchased portion of the Notes surrendered (or transferred  by book-entry transfer); and  (11) any other procedures the Holders must follow in order to tender their Notes (or  portions thereof) for payment and the procedures that Holders must follow in order to  withdraw an election to tender Notes (or portions thereof) for payment.  (d) The Change of Control Offer shall remain open for a period of at least 30 days but no  more than 60 days following its commencement, except to the extent that a longer period is required by  applicable law (the “Offer Period”).  No later than five (5) Business Days (and in any event, no later than  the 60th day following the Change of Control) after the termination of the Offer Period (the “Purchase  Date”), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been  tendered, all Notes tendered in response to the Change of Control Offer.  Payment for any Notes so  purchased shall be made in the same manner as interest payments are made.  The Company shall publicly  announce the results of the Change of Control Offer on or as soon as practicable after the Purchase Date.  (e) On or prior to the Purchase Date, the Company shall, to the extent lawful:  (1) accept for payment, the Offer Amount of Notes or portions of Notes properly  tendered and not withdrawn pursuant to the Change of Control Offer, or if less than  the Offer Amount has been tendered, all Notes tendered;  (2) deposit with the Paying Agent funds in an amount equal to the Purchase Price in  respect of all Notes or portions of Notes properly tendered and not withdrawn; and  (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together  with an Officer’s Certificate stating the aggregate principal amount of Notes or  portions of Notes being purchased by the Company and that such Notes or portions  thereof were accepted for payment by the Company in accordance with the terms of  this Section 3.08.  (f) The Paying Agent (or the Company, if acting as the Paying Agent) shall promptly (and in  any event, not later than 60 days from the date of the Change of Control) deliver or wire transfer to each  tendering Holder the Purchase Price deposited with the Paying Agent by the Company (or, if all the Notes  are then in global form, make such payment through the facilities of DTC).  In the event that any portion  of the Notes surrendered is not purchased by the Company, the Company shall promptly execute and  issue a new Note in a principal amount equal to such unpurchased portion of the Notes surrendered, and,  upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall  authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a  principal amount equal to any unpurchased portion of the Notes surrendered; provided, however, that each  such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of  $2,000.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder  thereof.  (g) If the Purchase Date is after a Regular Record Date and on or before the related Interest  Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is  registered at the close of business on such Regular Record Date.  





 






  -25-    US-DOCS\127593076.31203368.1  (h) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1  under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws  and regulations are applicable in connection with the Change of Control Offer.  To the extent that the  provisions of any securities laws or regulations conflict with Section 4.08, this Section 3.08 or other  provisions of this Indenture, the Company shall comply with applicable securities laws and regulations  and shall not be deemed to have breached its obligations under Section 4.08, this Section 3.08 or such  other provision by virtue of such compliance.  Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section  3.08 shall be made in accordance with the provisions of Sections 3.01 through 3.06 hereof.  ARTICLE 4    COVENANTS  Section 4.01 Payment of Notes.  The Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the  Notes on the dates and in the manner provided in this Indenture and the Notes.  Principal, premium, if  any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company  or a Consolidated Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money  deposited by the Company in immediately available funds and designated for and sufficient to pay all  principal, premium, if any, and interest then due.  Such Paying Agent shall return to the Company  promptly, and in any event, no later than five (5) Business Days following the date of payment, any  money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest  paid on the Notes.  If a payment date is a Legal Holiday at a place of payment, payment may be made at  that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such  payment for the intervening period.  The Company shall pay interest (including post-petition interest in any proceeding under any  Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate per  annum equal to the rate of interest then in effect; it shall pay interest (including post-petition interest in  any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any  applicable grace periods), from time to time on demand at the same rate to the extent lawful.  Section 4.02 Maintenance of Office or Agency.  (a)  The Company shall maintain an office or agency (which may be an office or drop facility  of the Trustee or an Affiliate of the Trustee, Note Registrar or co-registrar) where Notes may be presented  or surrendered for registration of transfer or for exchange and where notices and demands to or upon the  Company in respect of the Notes and this Indenture may be made.  The Company shall give prompt  written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at  any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the  Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the  Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to  receive all such presentations, surrenders, notices and demands.  (b) The Company may also from time to time designate one or more other offices or agencies  where the Notes may be presented or surrendered for any or all such purposes and may from time to time  rescind such designations.  The Company shall give prompt written notice to the Trustee of any such  designation or rescission and of any change in the location of any such other office or agency.  





 






  -26-    US-DOCS\127593076.31203368.1  (c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such  office, drop facility or agency of the Company in accordance with Section 2.05 hereof.  Section 4.03 Limitation Upon Liens.   (a) So long as any Notes remain outstanding, the Company will not, and will not permit any  Consolidated Subsidiary to, issue, assume or guarantee any Indebtedness that is secured by a Lien upon or  with respect to any Principal Property, or on any shares of Capital Stock of any Consolidated Subsidiary  that owns a Principal Property (unless all obligations and indebtedness thereby secured are held by, and  the related Lien is granted to, the Company or a Consolidated Subsidiary) unless  (i) the Notes are secured by a Lien equally and ratably with (or prior to) any and all  other obligations and Indebtedness secured by such Lien, or   (ii) the aggregate principal amount of all Indebtedness secured by such a Lien of the  Company or a Consolidated Subsidiary then outstanding, together with all Attributable Debt of  the Company and its Consolidated Subsidiaries in respect of Sale and Leaseback Transactions  (other than Sale and Leaseback Transactions permitted by Section 4.04) then outstanding would  not exceed the greater of (x) 12.5% of Consolidated Total Assets and (y) $900.0 million;   (b) The provisions of Section 4.03(a) shall not prevent, restrict or apply to the following  Liens (collectively, “Permitted Liens”), and Indebtedness secured by one or more Permitted Liens shall be  excluded in any computation of Indebtedness secured by a Lien pursuant the foregoing clause (ii) of  Section 4.03(a):   (i) Liens existing as of the Issue Date on any property or assets owned or leased by  the Company or any Consolidated Subsidiary;   (ii) Liens on property or assets of, or on any shares of stock or Indebtedness of, any  Person existing at the time such Person becomes a Consolidated Subsidiary and not created in  contemplation of such event;   (iii) Liens (A) on any property or assets or shares of stock existing at the time of  acquisition thereof (including acquisition through merger or consolidation) and not created in  contemplation of such event or to secure the payment of all or any part of the purchase price or  construction cost thereof, or (B) to secure any Indebtedness incurred prior to, at the time of or  within 270 days after the later of acquisition of such property or assets or shares of stock or  Indebtedness or the completion of any such construction and the commencement of operation of  such property, for the purpose of financing all or any part of the purchase price or construction  cost thereof;   (iv) Liens on any property or assets to secure all or any part of the cost of acquisition,  development, operation, construction, alteration, repair, lease, design, installation or improvement  of all or any part of such property or assets, or to secure Indebtedness (including Capital Lease  Obligations) incurred prior to, at the time of or within 270 days after the completion of such  acquisition, development, operation, construction, alteration, repair, lease, design, installation or  improvement, whichever is later, for the purpose of financing all or any part of such cost;   (v) Liens in favor of, or which secure Indebtedness owing to, the Company or a  Consolidated Subsidiary;   





 






  -27-    US-DOCS\127593076.31203368.1  (vi) Liens arising from the assignment of monies due and to become due under  contracts between the Company or any Consolidated Subsidiary and the United States of  America, any state, commonwealth, territory or possession thereof or any agency, department,  instrumentality or political subdivision of any thereof; or Liens in favor of the United States of  America, any state, commonwealth, territory or possession thereof or any agency, department,  instrumentality or political subdivision of any thereof, to secure progress, advance or other  payments pursuant to any contract or provision of any statute, or pursuant to the provisions of any  contract not directly or indirectly in connection with securing Indebtedness;   (vii) any deposit or pledge as security for the performance of any statutory  obligations, bid, tender, contract, lease, government contract, performance bond or undertaking  not made directly or indirectly in connection with the securing of Indebtedness; any deposit or  pledge with any governmental agency required or permitted to qualify the Company or any  Consolidated Subsidiary to conduct business, to maintain self-insurance or to obtain the benefits  of any law pertaining to worker’s compensation, unemployment insurance, pensions, social  security or similar matters, or to obtain any stay or discharge in any legal or administrative  proceedings; landlord’s, mechanics’, worker’s, repairmen’s, materialmen’s, warehousemen’s and  other like liens imposed by law and securing obligations that are not yet overdue by more than 30  days or are being contested in good faith, and deposits or pledges to obtain releases thereof; any  security interest created in connection with the sale, discount or guarantee of notes, chattel  mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase  obligations, arising out of sales of merchandise in the ordinary course of business; liens for taxes,  assessments or other government charges or claims that are not yet delinquent or being contested  in good faith; any deposit or pledge in connection with appeal or surety bonds; or other deposits  or pledges similar to those referred to in this clause (vii);   (viii) judgment Liens; and Liens arising by reason of any attachment, decree or order  of any court or other governmental authority, so long as any appropriate legal proceedings which  may have been initiated for review of such attachment, decree or order shall not have been finally  terminated or so long as the period within which such proceedings may be initiated shall not have  expired;   (ix) Liens created after the date of this Indenture on property leased to or purchased  by the Company or any Consolidated Subsidiary after that date and securing, directly or  indirectly, obligations issued by a state, a territory or a possession of the United States of  America, or any political subdivision of any of the foregoing, or the District of Columbia, to  finance the cost of acquisition or cost of construction of such property;   (x) survey exceptions, easements, zoning restrictions, licenses, title restrictions,  rights-of-way and similar encumbrances on real property imposed by law or incurred or granted  by the Company or any Consolidated Subsidiary in the ordinary course of business that do not  secure any material monetary obligations and do not materially interfere with the ordinary  conduct of business of the Company and its Consolidated Subsidiaries, taken as a whole;   (xi) Liens upon real or personal property leased after the date of this Indenture in the  ordinary course of business by the Company or any Consolidated Subsidiary in favor of the lessor  created at the inception of the lease transaction, securing obligations of the Company or those of  any Consolidated Subsidiary under or in respect of such lease and extending to or covering only  the property subject to such lease and improvements thereon;   





 






  -28-    US-DOCS\127593076.31203368.1  (xii) minor imperfections in title that do not materially interfere with the ordinary  conduct of business of the Company and its Consolidated Subsidiaries, taken as a whole;   (xiii) Liens securing indebtedness or any other obligations under the Credit Agreement  and/or Hedging Obligations related thereto; provided that the aggregate principal amount of all  the Indebtedness secured by the Lien then outstanding incurred pursuant to this clause (xiii)  would not exceed the sum of (x) the greater of (1) $1,750.0 million and (2) 25.0% of  Consolidated Total Assets and (y) an unlimited amount if, at the time of the incurrence of such  Lien on a pro forma basis, the Consolidated Secured Leverage Ratio would not exceed 3.00 to  1.00;  (xiv) Liens arising from Uniform Commercial Code financing statement filings  regarding leases entered into by the Company or any of its Consolidated Subsidiaries in the  ordinary course of business;  (xv) licenses, leases or subleases and other intellectual property rights granted to  others not interfering in any material respect with the business of the Company or any  Consolidated Subsidiary of the Company;  (xvi) Liens in the nature of normal and customary rights of setoff upon deposits of  cash in favor of banks or other depository institutions;  (xvii) Liens of a collection bank arising in the ordinary course of business under  Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering  only the items being collected upon;  (xviii) Liens solely on any cash earnest money deposits made by the Company or any of  its Consolidated Subsidiaries in connection with any letter of intent or purchase agreement  permitted by this Indenture;  (xix) Liens in favor of customs and revenue authorities arising as a matter of law to  secure payment of customs duties in connection with the importation of goods; and  (xx) any extension, renewal, substitution or replacement (or successive extensions,  renewals, substitutions or replacements), as a whole or in part, of any Lien referred to in clauses  (i) through (xix) above or the Indebtedness secured thereby; provided that (A) such extension,  renewal, substitution or replacement Lien shall be limited to all or any part of the same property  or assets or shares of stock that secured the Lien extended, renewed, substituted or replaced (plus  improvements, accessions, after-acquired property, proceeds or dividends or distributions in  respect thereof and any other property or assets not then constituting a Principal Property) and (B)  to the extent, if any, that the Indebtedness secured by such Lien at such time is increased, the  amount of such increase shall not be excluded from Indebtedness under any computation under  this Section 4.03.  Debt created by the Company or any Consolidated Subsidiary shall not be cumulated with a  guarantee of the same Indebtedness by the Company or any other Consolidated Subsidiary for the same  financial obligation.   





 






  -29-    US-DOCS\127593076.31203368.1  Section 4.04 Limitation on Sale and Leaseback Transactions.   (a) So long as any Notes remain outstanding, the Company will not itself, and will not permit  any Consolidated Subsidiary to, enter into any arrangement after the date of this Indenture with any  Person (not including the Company or any Consolidated Subsidiary) which provides for the leasing by the  Company or any such Consolidated Subsidiary of any Principal Property which was or is owned by the  Company or such Consolidated Subsidiary (except for leases of a Principal Property for a term of less  than three years), which property has been or is to be sold or transferred to such Person more than 120  days after the later of (i) the date on which such Principal Property has been acquired by the Company or  such Consolidated Subsidiary and (ii) the date of completion of construction and commencement of full  operation thereof by the Company or any Consolidated Subsidiary (a “Sale and Leaseback  Transaction”).  (b)  The foregoing limitation shall not apply to any Sale and Leaseback Transaction if:  (i) the net proceeds to the Company or such Consolidated Subsidiary from such sale  or transfer is equal to or exceeds the fair value (as determined by the Board of Directors of the  Company) of the Principal Property so leased,   (ii) the Company or such Consolidated Subsidiary could incur Indebtedness secured  by a Lien on the Principal Property to be leased pursuant to Section 4.03 in an amount equal to  the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and  ratably securing the Notes; or   (iii) the Company, within 120 days after the effective date of any such Sale and  Leaseback Transaction, applies an amount equal to the fair value (as determined by the Board of  Directors of the Company) of the Principal Property so sold and leased back at the time of  entering into such arrangement (as determined by the Company) to   (A)  the prepayment or retirement of Funded Debt (including securities  constituting Funded Debt) of the Company; or   (B) the acquisition of additional real property for the Company or any  Consolidated Subsidiary.   (c) A Sale and Leaseback Transaction shall not include any such arrangement for financing  air, water or noise pollution control facilities or sewage or solid waste disposal facilities or involving  industrial development bonds which are tax-exempt pursuant to Section 103 of the United States Internal  Revenue Code, as amended (or which receive similar tax treatment under any subsequent amendments  thereto or successor laws thereof).   Section 4.05 Future Guarantors   The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires  or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the  Company incurred under the Credit Agreement to fully and unconditionally guarantee the Company’s  obligations under this Indenture on a pari passu basis.  Within 60 days of the date of such occurrence,  such Subsidiary shall execute or deliver to the Trustee a supplemental indenture making such Subsidiary a  party to this Indenture for such purpose.  





 






  -30-    US-DOCS\127593076.31203368.1  Section 4.06 Compliance Certificates.   (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal  year, commencing with the fiscal year ending December 31, 2021, an Officer’s Certificate stating that a  review of the activities of the Company and its Subsidiaries during the preceding fiscal year (or, with  respect to the first such certificate, the period from the Issue Date to December 31, 2021), has been made  under the supervision of the signing Officer with a view to determining whether the Company and the  Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further  stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Company  and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in  this Indenture and none is in default in the performance or observance of any of the terms, provisions and  conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such  Defaults or Events of Default of which he or she may have knowledge and what action the Company is  taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has  occurred and remains in existence by reason of which payments on account of the principal of, premium,  if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and  what action the Company is taking or proposes to take with respect thereto.  (b) The Company shall deliver to the Trustee, within 30 days after becoming aware thereof,  written notice in the form of an Officer’s Certificate of any event that with the giving of notice and/or the  lapse of time would become an Event of Default, its status and what action the Company is taking or  proposes to take with respect thereto.   Section 4.07 Waiver of Certain Covenants.   The Company may omit in any particular instance to comply with any term, provision or  condition set forth in Section 4.03 or Section 4.04 with respect to the Notes if the Holders of at least a  majority in principal amount of the outstanding Notes shall either waive such compliance in such instance  or generally waive compliance with such term, provision or condition, but no such waiver shall extend to  or affect such term, provision or condition, except to the extent so expressly waived, and, until such  waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of  any such term, provision or condition shall remain in full force and effect.   Section 4.08 Repurchase at the Option of Holders Upon a Change of Control.   (a) Except as provided in Section 4.08(c), upon the occurrence of a Change of Control, each  Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to  $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to an offer  (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to  101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but not  including, the repurchase date specified by the Company in the notice referred to below (subject to the  right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest  Payment Date).   (b) Except as provided in Section 4.08(c) or (d), within 30 days following any Change of  Control, the Company shall send a notice to each Holder of the Notes, by first-class mail at such Holder’s  address appearing in the Note Register, or, in the case of Notes held in book-entry form, by electronic  transmission in accordance with the applicable procedures of the Depositary, with a copy to the Trustee,  stating:   





 






  -31-    US-DOCS\127593076.31203368.1  (i) that a Change of Control has occurred (or, with respect to a notice sent in  advance of a Change of Control, is expected to occur) and a Change of Control Offer is being  made pursuant to this Section 4.08 and that all Notes timely tendered will be accepted for  payment;   (ii) the Change of Control Purchase Price and the repurchase date (the “Change of  Control Purchase Date”), which will be, subject to any contrary requirements of applicable law,  a Business Day no earlier than 30 days nor later than 60 days from the date the notice is mailed;   (iii) the circumstances and relevant facts regarding the Change of Control; and   (iv) the procedures, determined by the Company consistent with this Indenture, that  Holders of the Notes must follow in order to tender their Notes (or portions thereof) for payment,  and the procedures that Holders of the Notes must follow in order to withdraw an election to  tender Notes (or portions thereof) for payment.   (c) The Company will not be required to make a Change of Control Offer following a  Change of Control if:   (i) A third party makes the Change of Control Offer in the manner, at the times and  otherwise in compliance with the requirements set forth in this Indenture applicable to a Change  of Control Offer made by the Company and purchases all Notes validly tendered and not  withdrawn under such Change of Control Offer, or   (ii) notice of redemption in respect of all of the outstanding Notes has been given  pursuant to Section 3.03.   (d) A Change of Control Offer may be made in advance of, or conditioned upon, a Change of  Control if a definitive agreement is in place.   (e) On the Change of Control Payment Date, the Company shall (i) accept for payment on a  pro rata basis Notes or portions thereof properly tendered pursuant to the applicable Change of Control  Offer; (ii) deposit with the Paying Agent the Change of Control Purchase Price in respect of all Notes or  portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions  thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof  accepted for payment by the Company. The Paying Agent shall promptly disburse to the holders of Notes  so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly  authenticate upon receipt of an Authentication Order and send (or cause to be transferred by book entry)  to such holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered;  provided that each Note purchased and each new Note issued shall be in a minimum principal amount of  $2,000 or integral multiples of $1,000 in excess thereof.   (f) Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the  Company any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by  them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent  that the aggregate amount of cash deposited by the Company pursuant to subclause (ii) of clause (e)  above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be  purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by  the Company in writing, promptly after the Business Day following the Change of Control Purchase Date  the Trustee shall return any such excess to the Company together with interest, if any, thereon.   





 






  -32-    US-DOCS\127593076.31203368.1  (g) The Company will comply, to the extent applicable, with the requirements of Section  14(e) of the Exchange Act, and any other securities laws or regulations in connection with the repurchase  of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or  regulations conflict with the provisions of this Section 4.08, the Company will comply with the applicable  securities laws and regulations and will not be deemed to have breached the Company’s obligations under  this Section 4.08 by virtue of this compliance.   (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes  validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any  third party making a Change of Control Offer in lieu of the Company as described above, purchase all of  the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not  less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase  pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding  following such purchase at a Redemption Price in cash equal to the Change of Control Purchase Price  plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest to,  but not including, the Redemption Date.    Section 4.09 Reports to Holders.   (a) Notwithstanding that the Company may not be subject to the reporting requirements of  Section 13 or 15(d) of the Exchange Act, if not filed electronically with the SEC through EDGAR (or any  successor system), the Company will provide to the Trustee and the Holders of the Notes, within 15 days  of the time periods specified in the SEC’s rules and regulations with respect to a non-accelerated filer  (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):   (i) all quarterly and annual financial information that would be required to be  contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file  such forms, including a “Management’s Discussion and Analysis of Financial Condition and  Results of Operations” and, with respect to the annual information only, a report on the annual  financial statements by the Company’s independent registered public accounting firm; and   (ii) all current reports that would be required to be filed with the SEC on Form 8-K if  the Company were required to file such reports. The requirement for the Company to provide  information may be satisfied by posting such reports, documents and information on its website  within the time periods specified herein.   (b) To the extent any information is not provided within the time periods specified in Section  4.09(a) and such information is subsequently provided, the Company will be deemed to have satisfied its  obligations with respect thereto at such time and any Default or Event of Default with respect thereto  shall be deemed to have been cured.   (c) In addition, the Company agrees that, for so long as any Notes remain outstanding, if at  any time the Company is not subject to Section 13 or Section 15(d) of the Exchange Act, the Company  will furnish to the Holders and prospective investors, upon their request, the information required to be  delivered pursuant to Rule 144A(d)(4) under the Securities Act.   (d) The Trustee shall have no obligation whatsoever to determine whether or not such  information, documents or reports have been provided. The Trustee shall have no duty to review or  analyze any such information, documents or reports furnished or made available to it. Delivery of any  reports, information and documents to the Trustee pursuant to Section 4.09(a) is for informational  purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any  





 






  -33-    US-DOCS\127593076.31203368.1  information contained therein or determinable from information contained therein, including the  Company’s compliance with any of its covenants pursuant to this Article 4 (as to which the Trustee is  entitled to rely exclusively on Officer’s Certificates).  Section 4.10 Taxes.  The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all  material taxes, assessments and governmental levies, except such as are being contested in good faith and  by appropriate proceedings or where the failure to effect such payment is not adverse in any material  respect to the Holders.  Section 4.11 Stay, Extension and Usury Laws.   The Company covenants (to the extent that it may lawfully do so) that it shall not at any time  insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,  extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the  covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do  so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by  resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,  but shall suffer and permit the execution of every such power as though no such law has been enacted.  Section 4.12 Corporate Existence.  Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to  preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or  other existence of each Subsidiary, in accordance with the respective organizational documents (as the  same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights  (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however,  that the Company shall not be required to preserve any such right, license or franchise, or the corporate,  partnership or other existence of any Subsidiary, if the Board of Directors shall determine that the  preservation thereof is no longer desirable in the conduct of the business of the Company and its  Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the  Holders of the Notes, or that such preservation is not necessary in connection with any transaction not  prohibited by this Indenture.  ARTICLE 5    SUCCESSORS  Section 5.01 Merger, Consolidation or Sale of Assets.  (a) The Company may not, directly or indirectly, consolidate or merge with or into another  Person (whether or not the Company is the surviving Person) or sell, assign, transfer, convey, lease or  otherwise dispose of all or substantially all of its properties or assets in one or more related transactions,  to another Person, unless:  (1) either:  (A) the Company is the surviving Person; or  





 






  -34-    US-DOCS\127593076.31203368.1  (B) the Person formed by or surviving any such consolidation or merger (if other  than the Company) or to which such sale, assignment, transfer, lease,  conveyance or other disposition has been made is an entity organized or  existing under the laws of the United States of America, any state thereof or  the District of Columbia; provided that, if such entity is not a corporation, a  co-obligor of the Notes is a corporation;  (2) the Person formed by or surviving any such consolidation or merger (if other than the  Company) or the Person to which such sale, assignment, transfer, conveyance or other  disposition has been made expressly assumes by supplemental indenture and joinders all  the obligations of the Company under the Notes and this Indenture pursuant to  agreements in form satisfactory to the Trustee (including the punctual payment of the  principal and interest on all Notes according to their tenor);  (3) immediately after such transaction no Default or Event of Default exists; and  (4) the Company shall deliver, or cause to be delivered, to the Trustee, in form satisfactory to  the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such  transaction or series of transactions and the supplemental indenture, if any, in respect  thereto comply with this Section 5.01 and that all conditions precedent herein provided  for relating to such transaction or series of transactions have been satisfied.  (b) The sale, assignment, transfer, lease, conveyance or other disposition of all or  substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties  or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of  the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all  or substantially all of the properties or assets of the Company.  (c) Upon any transaction or series of transactions that are of the type described in, and are  effected in accordance with, conditions described in this Section 5.01, the surviving entity shall succeed  to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as  applicable, under this Indenture and the Notes with the same effect as if such surviving entity had been  named as the Company or the Guarantor, as applicable, of the Notes; and when a surviving entity duly  assumes all of the obligations and covenants of the Company or the Guarantor, as applicable, pursuant to  this Indenture, the Notes and the Subsidiary Guarantee, the Company or the Guarantor, as applicable, or  any other predecessor Person shall be relieved of such obligations.  (d) Section 5.01(a) will not apply to any sale, assignment, transfer, conveyance, lease or  other disposition of assets between or among the Company or any of its Consolidated Subsidiaries.   Clause (3) of Section 5.01(a) will not apply to (1) any merger or consolidation of the Company or a  Guarantor with or into another Guarantor for any purpose or (2) the merger of the Company or a  Guarantor with or into an Affiliate solely for the purpose of reincorporating the Company or such  Guarantor, as the case may be, in another jurisdiction under the laws of the United States, any state of the  United States or the District of Columbia so long as the amount of Indebtedness of the Company and its  Consolidated Subsidiaries is not increased thereby.  Section 5.02 Successor Corporation Substituted.  The Person formed by or surviving any consolidation or merger described in Section 5.01 (if  other than the Company) or the Person to which any sale, assignment, transfer, conveyance or other  disposition described in Section 5.01 has been made, as applicable, shall succeed to, and be substituted  





 






  -35-    US-DOCS\127593076.31203368.1  for, and may exercise every right and power of the Company under this Indenture and the Notes;  provided, however, that the predecessor entity shall not be released from any of the obligations or  covenants under this Indenture, including with respect to the payment of the Notes in the case of:  (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale,  transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of  the Company, taken as a whole), or  (b) a lease.  ARTICLE 6    DEFAULTS AND REMEDIES  Section 6.01 Events of Default.  “Event of Default” with respect to the Notes, wherever used herein, means any one of the  following events which shall have occurred and be continuing:   (a) default in the payment of any installment of interest upon any Note as and when it  becomes due and payable, and continuance of such default for a period of 30 days;   (b) default in the payment of all or any part of the principal of or premium, if any, on any  Note as and when it becomes due and payable either at Stated Maturity, upon any redemption, by  declaration or otherwise;   (c) failure to comply with Section 4.09 for 120 days after either the Trustee notifies the  Company  of the failure or the Holders of at least 25% in principal amount of the outstanding Notes  affected by the failure notify us and the Trustee of the failure;   (d) default in the performance, or breach, of any covenant or warranty of the Company  contained in the Notes or in this Indenture (other than a covenant or warranty a default in the performance  or breach of which is elsewhere in this Section 6.01 specifically dealt with or which has been expressly  included in this Indenture solely for the benefit of the Notes), and continuance of such default or breach  for a period of 90 days after the date on which written notice specifying such default or breach and  requiring the Company to remedy the same and stating that such notice is a “Notice of Default” hereunder  shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders  of at least 25% in principal amount of the outstanding Notes affected by the failure;   (e) failure by the Company to make any payment, on or before the end of the applicable  grace period, after the maturity of any Indebtedness of the Company with an aggregate principal amount  then outstanding in excess of $100.0 million or the acceleration of Indebtedness of the Company with an  aggregate principal amount then outstanding in excess of $100.0 million as a result of a default with  respect to such Indebtedness, and such Indebtedness, in either case, is not discharged or such acceleration  shall not have been cured, waived, rescinded or annulled within a period of 30 days after there shall have  been given, by registered or certified mail, to the Company by the Trustee or to the Company and the  Trustee by the Holders of at least 25% in principal amount of the outstanding Notes affected by the  failure, a written notice specifying such failure to pay or acceleration and requiring the Company to cause  such acceleration to be cured, waived, rescinded or annulled or to cause such Indebtedness to be  discharged and stating that such notice is a “Notice of Default” hereunder;   





 






  -36-    US-DOCS\127593076.31203368.1  (f) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in  respect of the Company in an involuntary case or proceeding under any applicable federal or state  bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the  Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,  arrangement, adjustment or composition of or in respect of the Company under any applicable federal or  state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar  official of the Company or for all or any substantial part of its property, or ordering the winding-up or  liquidation of its affairs, and the continuance of such decree or order for relief or any such other decree or  order unstayed and in effect for a period of 90 consecutive days;   (g) the Subsidiary Guarantee by any Guarantor ceases to be, or is asserted in writing by the  Company or such Guarantor not to be, in full force and effect or enforceable in accordance with its terms  (except as contemplated or permitted by the terms of the Subsidiary Guarantee or this Indenture);   (h) the commencement by the Company or any Guarantor of a voluntary case or proceeding  under any applicable federal or state bankruptcy, insolvency reorganization or other similar law, or of any  other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a  decree or order for relief in respect of the Company in an involuntary case or proceeding under any such  law, or the filing by it of a petition or answer or consent seeking reorganization or relief under any  applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or  taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of  the Company or for all or any substantial part of its property, or the making by it of a general assignment  for the benefit of creditors; or   (i) any other Event of Default provided with respect to the Notes.   Section 6.02 Acceleration.  If any Event of Default (other than those of the type described in Section 6.01(f) or (h)) occurs  and is continuing, the Trustee may or the Holders of at least 25% in aggregate principal amount of  outstanding Notes may, declare the principal, premium, if any, and accrued and unpaid interest, if any, of  all the outstanding Notes, to be due and payable by notice in writing to the Company and the Trustee  specifying the respective Event of Default and that such notice is a notice of acceleration (the  “Acceleration Notice”), and the same shall become immediately due and payable.  In the case of an Event of Default specified in Section 6.01(f) or (h); the principal, premium, if  any, and accrued and unpaid interest, if any, of all of the outstanding Notes shall become due and payable  immediately without any further action or notice on the part of the Trustee or the Holders.   The Holders of at least a majority in aggregate principal amount of the outstanding Notes by  notice to the Trustee and the Company may rescind and annul any declaration of acceleration if the  rescission would not conflict with any judgment or decree and if all existing Events of Default have been  cured or waived except nonpayment of principal, premium or interest that has become due solely because  of the acceleration. No such rescission shall affect any subsequent Default or impair any right consequent  thereto.    Section 6.03 Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to  collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance  of any provision of the Notes or this Indenture.  





 






  -37-    US-DOCS\127593076.31203368.1  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not  produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising  any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a  waiver of or acquiescence in the Event of Default.  All remedies shall be cumulative to the extent  permitted by law.  Section 6.04 Waiver of Defaults.  (a) The Holders of at least a majority in aggregate principal amount of the Notes then  outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing  Default or Event of Default and its consequences under this Indenture, except a continuing Default or  Event of Default in the payment of interest on, or the principal of, the Notes.  (b) Upon any waiver of a Default or Event of Default, such Default shall cease to exist, and  any Event of Default arising therefrom shall be deemed cured for every purpose of this Indenture but no  such waiver shall extend to any subsequent or other Default or Event of Default or impair any right  consequent thereon.  Section 6.05 Control by Majority.  Subject to Sections 7.01 (including the Trustee’s receipt of the security or indemnification  described in Section 7.01(e)), 7.02(f) and 7.07 hereof, in case an Event of Default shall occur and be  continuing, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding  shall have the right to direct the time, method and place of conducting any proceeding for any remedy  available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the  Notes.  Section 6.06 Limitation on Suits.  No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:   (a) such Holder has previously given to the Trustee written notice of a continuing  Event of Default or the Trustee receives the notice from the Company;  (b) Holders of at least 25% in aggregate principal amount of the Notes then  outstanding make a written request to the Trustee to pursue the remedy;  (c) such Holder or Holders offer to the Trustee security or indemnity reasonably  satisfactory to the Trustee against any loss, liability or expense;  (d) the Trustee does not comply with such request within 60 days after receipt of the  request and the offer of security or indemnity; and  (e) during such 60-day period, Holders of a majority in aggregate principal amount  of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.   The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of  payment of principal of, and premium, if any, or interest on, a Note on or after the respective due dates for  such payments set forth in such Note.  





 






  -38-    US-DOCS\127593076.31203368.1  A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or  to obtain a preference or priority over another Holder.  Section 6.07 Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture (including Section 6.06), the right of any  Holder to receive payment of principal, premium, if any, and interest on the Notes held by such Holder,  on or after the respective due dates expressed in the Notes (including in connection with a Change of  Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates,  shall not be impaired or affected without the consent of such Holder.  Section 6.08 Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is  authorized to recover judgment in its own name and as trustee of an express trust against the Company for  the whole amount of principal of, premium, if any, and interest then due and owing (together with interest  on overdue principal and, to the extent lawful, interest) and such further amount as shall be sufficient to  cover the costs and expenses of collection, including the reasonable compensation, expenses,  disbursements and advances of the Trustee, its agents and counsel.  Section 6.09 Trustee May File Proofs of Claim.  The Trustee shall be authorized to file such proofs of claim and other papers or documents as may  be necessary or advisable in order to have the claims of the Trustee (including any claim for the  reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)  and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon  the Notes), its assets or its property and shall be entitled and empowered to collect, receive and distribute  any money or other property payable or deliverable on any such claims and any custodian in any such  judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the  event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the  Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of  the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To  the extent that the payment of any such compensation, expenses, disbursements and advances of the  Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out  of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured  by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other  properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under  any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to  authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of  reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or  to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.  Section 6.10 Priorities.  If the Trustee collects any money or property pursuant to this Article 6, it shall pay out such  money or property in the following order:  First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,  including payment of all compensation, expenses and liabilities incurred, and all advances made,  by the Trustee and the costs and expenses of collection;  





 






  -39-    US-DOCS\127593076.31203368.1  Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if  any, and interest ratably, without preference or priority of any kind, according to the amounts due  and payable on the Notes for principal, premium, if any, and interest, respectively; and  Third: to the Company or to such party as a court of competent jurisdiction shall direct.  The Trustee may fix a record date and payment date for any payment to Holders pursuant to this  Section 6.10.  Section 6.11 Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against  the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the  filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its  discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any  party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made  by the party litigant.  This Section 6.11 shall not apply to a suit by the Trustee, a suit by the Company, a  suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal  amount of the then-outstanding Notes.  ARTICLE 7    TRUSTEE  Section 7.01 Duties of Trustee.  (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of  the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its  exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such  Person’s own affairs.  (b) Except during the continuance of an Event of Default:  (1) the duties of the Trustee shall be determined solely by the express provisions of this  Indenture and the Trustee need perform only those duties that are specifically set  forth in this Indenture and no others, and no implied covenants or obligations shall be  read into this Indenture against the Trustee; and  (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the  truth of the statements and the correctness of the opinions expressed therein, upon  certificates or opinions furnished to the Trustee and conforming to the requirements  of this Indenture.  However, in the case of certificates or opinions specifically  required by any provision herein to be furnished to it, the Trustee shall examine the  certificates and opinions to determine whether or not they conform to the  requirements of this Indenture (but need not confirm or investigate the accuracy of  mathematical calculations or other facts stated therein).  (c) The Trustee may not be relieved from liabilities for its own negligent action, its own  negligent failure to act, or its own willful misconduct, except that:  (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;  





 






  -40-    US-DOCS\127593076.31203368.1  (2) the Trustee shall not be liable for any error of judgment made in good faith by a  Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining  the pertinent facts; and  (3) the Trustee shall not be liable with respect to any action it takes or omits to take in  good faith in accordance with a direction received by it pursuant to Section 6.05  hereof.  (d) Whether or not therein expressly so provided, every provision of this Indenture that in  any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.  (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or  incur any liability.  The Trustee shall be under no obligation to exercise any of the rights or powers vested  in it by this Indenture at the request or direction of any Holders pursuant to this Indenture, unless such  Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against any  loss, liability or expense which might be incurred by it in compliance with such request or direction.  (f) The Trustee shall not be liable for interest on any money received by it except as the  Trustee may agree in writing with the Company.  Money or property held in trust by the Trustee need not  be segregated from other funds or property except to the extent required by law.  (g) The Trustee shall have no duty to calculate or verify the calculations of the Applicable  Premium.  Section 7.02 Rights of Trustee.  (a) The Trustee may conclusively rely upon any document believed by it to be  genuine and to have been signed or presented by the proper Person.  (b) Before the Trustee acts or refrains from acting, it may require an Officer’s  Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it  takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of  Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or  any Opinion of Counsel shall be full and complete authorization and protection from liability in  respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance  thereon.  (c) The Trustee shall not be liable for any action it takes or omits to take in good  faith that it believes to be authorized or within the rights or powers conferred upon it by this  Indenture.  (d) Unless otherwise specifically provided in this Indenture, any demand, request,  direction or notice from the Company shall be sufficient if signed by an Officer of the Company.  (e) The Trustee shall not be deemed to have notice of any Default or Event of  Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless  written notice of any event which is in fact such a Default or Event of Default is received by a  Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the  Company or the Holders of at least 25% in aggregate principal amount of the outstanding Notes,  and such notice references the specific Default or Event of Default, the Notes and this Indenture.  





 






  -41-    US-DOCS\127593076.31203368.1  (f) The Trustee shall not be required to give any bond or surety in respect of the  performance of its power and duties hereunder.  (g) The Trustee shall have no duty to inquire as to the performance of the  Company’s covenants herein.  (h) The Trustee may execute any of the trusts or powers hereunder or perform any  duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be  responsible for any misconduct or negligence on the part of any agent or attorney appointed with  due care by it hereunder.  (i) [Reserved].  (j) In no event shall the Trustee be responsible or liable for special, indirect, or  consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)  irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and  regardless of the form of action.  (k) [Reserved].  (l) The rights, privileges, protections, immunities and benefits given to the Trustee,  including, without limitation, its right to be indemnified, are extended to, and shall be enforceable  by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person  employed to act hereunder by or on behalf of the Trustee.  (m) The Trustee shall not be bound to make any investigation into the facts or matters  stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,  direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or  document, but the Trustee, in its discretion, may make such further inquiry or investigation into  such facts or matters as it may see fit, and, if the Trustee shall determine to make such further  inquiry or investigation, it shall be entitled to examine the books, records and premises of the  Company, personally or by agent or attorney at the sole cost of the Company and shall incur no  liability or additional liability of any kind by reason of such inquiry or investigation.  (n) None of the provisions of this Indenture shall require the Trustee to expend or  risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of  any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have  reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it  against such risk or liability is not assured to it.  Section 7.03 Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes  and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would  have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest within  the meaning of the TIA it must eliminate such conflict within 90 days, apply to the SEC for permission to  continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee shall  also be subject to Sections 7.10 and 7.11 hereof.  





 






  -42-    US-DOCS\127593076.31203368.1  Section 7.04 Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or  adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds  from the Notes or any money paid to the Company or upon the Company’s direction under any provision  of this Indenture, it shall not be responsible for the use or application of any money received by any  Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or  any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to  this Indenture other than its certificate of authentication and any other certificate or other document  executed by the Trustee and delivered to the Company.  Section 7.05 Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if it is known to a Responsible  Officer of the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within  90 days after such Default or Event of Default becomes known to a Responsible Officer.  Except in the  case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note,  the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that  withholding the notice is in the interests of the Holders.  Section 7.06 [Reserved.]  Section 7.07 Compensation and Indemnity.  The Company shall pay to the Trustee from time to time compensation for its acceptance of this  Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on  compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon  request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the  compensation for its services.  Such expenses shall include the reasonable compensation, disbursements  and expenses of the Trustee’s agents and counsel.  The Company, and the Guarantors, shall, jointly and severally, indemnify the Trustee, its  directors, officers, employees, agents and any predecessor Trustee against any and all losses, claims,  damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and  reasonable attorneys’ fees and expenses (for purposes of this Article, “losses”) incurred by it arising out  of or in connection with the acceptance or administration of its duties under this Indenture, including the  costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and  defending itself against any claim (whether asserted by the Company or any Holder or any other Person)  or liability in connection with the exercise or performance of any of its powers or duties hereunder, except  to the extent such losses have been determined to have been caused by its own gross negligence or willful  misconduct.  The Trustee shall notify the Company promptly of any claim of which a Responsible Officer  has received written notice and for which it may seek indemnity.  Failure by the Trustee to so notify the  Company shall not relieve the Company of its obligations under this Section 7.07.  The Company shall  defend the claim, and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel  if the Trustee has been reasonably advised by counsel that it is advisable for the Trustee to engage  separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel.  Neither  the Company nor any Guarantor need pay for any settlement made without the Company’s consent, which  consent shall not be unreasonably withheld.  Neither the Company nor any Guarantor need pay any  expense or indemnify against any loss incurred by the Trustee through the Trustee’s own willful  misconduct or gross negligence, as determined by a final non-appealable order of a court of competent  jurisdiction not subject to appeals.  





 






  -43-    US-DOCS\127593076.31203368.1  The obligations of the Company and the Guarantors under this Section 7.07 shall survive the  satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in full  of the Notes.  To secure the Company’s and Guarantors’ payment obligations in this Section, the Trustee shall  have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held  in trust to pay principal, premium, if any, and interest on particular Notes.  Such Lien shall survive the  satisfaction and discharge of this Indenture and the resignation and removal of the Trustee hereunder.  When the Trustee incurs expenses or renders services after an Event of Default specified in  Section 6.01(f) or (h) hereof occurs, the expenses and the compensation for the services (including the  fees and expenses of its agents and counsel) are intended to constitute expenses of administration under  any Bankruptcy Law.  Section 7.08 Replacement of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become  effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.  The Trustee may resign in writing at any time upon 30 days’ prior notice to the Company and be  discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in  aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the  Trustee and the Company in writing.  The Company may remove the Trustee if:  (a) the Trustee fails to comply with Section 7.10 hereof;  (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with  respect to the Trustee under any Bankruptcy Law;  (c) a custodian or public officer takes charge of the Trustee or its property; or  (d) the Trustee becomes incapable of acting.  If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason  (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly  appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal  amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee  appointed by the Company.  If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is  removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount  of the then outstanding Notes may, at the expense of the Company, petition any court of competent  jurisdiction for the appointment of a successor Trustee.  If the Trustee, after written request by any Holder who has been a Holder for at least six months,  fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for  the removal of the Trustee and the appointment of a successor Trustee.  





 






  -44-    US-DOCS\127593076.31203368.1  A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee  and to the Company and enter into a supplemental indenture with the retiring Trustee and the Company in  which it assumes the rights, powers and duties of the Trustee under this Indenture.  Thereupon, the  resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have  all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a  notice of its succession to the Holders.  Subject to the Lien provided for in Section 7.07 hereof, the  retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;  provided, however, that all sums owing to the Trustee hereunder shall have been paid.  Notwithstanding  replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07  hereof shall continue for the benefit of the retiring Trustee.  In the case of an appointment hereunder of a separate or successor Trustee with respect to the  Notes, the Company, any retiring Trustee and each successor or separate Trustee with respect to the Notes  shall execute and deliver a supplemental indenture hereto (1) which shall contain such provisions as shall  be deemed necessary by the Company or retiring Trustee or desirable to confirm that all the rights,  powers, trusts and duties of any retiring Trustee with respect to the Notes have been assumed by a  successor Trustee and in the case where any retiring Trustee is retiring only with respect to some of the  Notes that the rights, powers, trusts and duties of any retiring Trustee with respect to the Notes as to  which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2)  that shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or  facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that  nothing herein or in such supplemental indenture shall constitute such Trustee co-trustees of the same  trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts  hereunder separate and apart from any trust or trusts hereunder administered by any such other Trustee.  Section 7.09 Successor Trustee by Merger, etc.  Any organization or entity into which the Trustee may be merged or converted or with which it  may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation  to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of  the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such  organization or entity shall be otherwise qualified and eligible under this Article 7, without the execution  or filing of any paper or any further act on the part of any of the parties hereto.  Section 7.10 Eligibility; Disqualification.  There shall at all times be a Trustee hereunder that is a Person organized and doing business  under the laws of the United States of America or of any state thereof that is authorized under such laws  to exercise corporate trustee power, that is subject to supervision or examination by federal or state  authorities and that has a combined capital and surplus of at least $50.0 million (or a wholly owned  subsidiary of a bank or trust company, or of a bank holding company, the principal subsidiary of which is  a bank or trust company having a combined capital and surplus of at least $50.0 million) as set forth in its  most recent published annual report of condition.  





 






  -45-    US-DOCS\127593076.31203368.1  ARTICLE 8    SATISFACTION AND DISCHARGE OF THE INDENTURE AND  DEFEASANCE  Section 8.01 Satisfaction and Discharge of Notes; Discharge of Indenture.  This Indenture will be discharged and will cease to be of further effect as to all Notes issued  hereunder when:   (a) all outstanding Notes previously authenticated and delivered (other than destroyed, lost or  stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose  payment money or Notes have theretofore been held in trust and thereafter repaid to the Company, as  provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid  all sums payable by it hereunder; or   (b) all of the Notes not theretofore delivered to the Trustee for cancellation mature within  one year, or the Notes have become due and payable by reason of the mailing of a notice of redemption or  otherwise, and (A) the Company irrevocably deposits or causes to be deposited with the Trustee as trust  funds in trust solely for the benefit of the Holders of such Notes, funds (including money, Government  Securities or any combination thereof) in amounts as will be sufficient in the good faith opinion of the  Company without consideration of any reinvestment of any interest thereon, to pay and discharge the  entire indebtedness on such Notes not already delivered to the Trustee for cancellation, for principal of  and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable  by it hereunder, together with irrevocable instructions from the Company directing the Trustee to apply  such funds to the payment thereof at maturity or redemption, as the case may be, (B) no Default or Event  of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (C)  such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any  other agreement or instrument to which the Company is a party or by which it is bound and (D) the  Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case  stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the  outstanding Notes and this Indenture have been complied with.   With respect to the foregoing clauses (a) and (b), the Company’s obligations under Section 7.07  shall survive. With respect to the foregoing clause (b), the Company’s obligations in Sections 2.01, 2.02,  2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 4.01, 4.02, 7.08, 7.09, 8.04, 8.05 and 8.06 shall survive until the Notes  are no longer outstanding. After any such irrevocable deposit, this Indenture shall cease to be of any  further effect (except as otherwise expressly provided herein) and the Trustee upon request shall  acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Notes and  this Indenture with respect to the Notes except for those surviving obligations specified above.  Section 8.02 Legal Defeasance .  Except as otherwise provided for in the Notes, the Company will be deemed to have paid and will  be discharged from any and all obligations in respect of the Notes on the 91st day after the date of the  deposit referred to in clause (a) of this Section 8.02, and the provisions of this Indenture will no longer be  in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute such  instruments reasonably requested by the Company acknowledging the same if:   (a) the Company has irrevocably deposited or caused to be irrevocably deposited with the  Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and  interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust  





 






  -46-    US-DOCS\127593076.31203368.1  agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to  the Trustee for the benefit of such Holders of Notes for payment of the principal of and interest, if any, on  the Notes, and dedicated solely to, the benefit of such Holders, in and to (1) money in an amount, (2)  Government Securities that, through the payment of interest and principal in respect thereof in accordance  with their terms, will provide, not later than one day before the due date of any payment referred to in this  clause (a), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a  nationally recognized firm of independent public accountants expressed in a written certification thereof  delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest  and after payment of all federal, state and local taxes or other charges and assessments in respect thereof  payable by the Trustee, the principal of and interest on the outstanding Notes on the Stated Maturity of  such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such  money or the proceeds of such Government Securities to the payment of such principal and interest with  respect to the Notes;   (b) the Company has delivered to the Trustee either (x) an Opinion of Counsel to the effect  that Holders of Notes will not recognize income, gain or loss for United States federal income tax  purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to  United States federal income tax on the same amount and in the same manner and at the same times as  would have been the case if such option had not been exercised, which Opinion of Counsel shall be based  upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless  there has been a change in applicable federal income tax law after the Issue Date of such Notes such that a  ruling is no longer required or (y) a ruling received from the Internal Revenue Service to the same effect  as the aforementioned Opinion of Counsel;   (c) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event  of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or,  insofar as Sections 6.01(f) and 6.01(h) are concerned, to the Company’s knowledge, will occur and be  continuing at any time during the period ending on the 91st day after such date of such deposit; and   (d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of  Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance  contemplated by this Section 8.02 have been complied with.   Notwithstanding the foregoing, prior to the end of the 91-day period referred to in clause (c) of  this Section 8.02, none of the Company’s obligations under this Indenture with respect to the Notes shall  be discharged. Subsequent to the end of such 91-day period with respect to this Section 8.02, the  Company’s obligations in 2.01, 2.02, 2.08, 2.09, 8.04, 8.05 and 8.06 and the rights, powers, trusts, duties  and immunities of the Trustee hereunder shall survive such satisfaction and discharge until the Notes are  no longer outstanding, and thereafter, the Company’s obligations to the Trustee under Section 7.07 shall  survive.   After any such irrevocable deposit, this Indenture shall cease to be of any further effect (except as  otherwise expressly provided herein) and the Trustee upon request shall acknowledge in writing the  discharge of the Company’s obligations under the Notes and this Indenture with respect to the Notes  except for those surviving obligations in the immediately preceding paragraph.  Section 8.03 Defeasance of Certain Obligations.  Except as otherwise provided for in the Notes, the Company and the Guarantors may omit to  comply with any term, provision or condition set forth in Sections 4.03, 4.04, 4.06, 4.08, 4.09, and 5.01  and clause (d) of Section 6.01 and a breach with respect to Sections 4.03, 4.04, 4.06, 4.08, 4.09 and 5.01  





 






  -47-    US-DOCS\127593076.31203368.1  and clause (d) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to  the outstanding Notes, and the Guarantors (including any Subsidiary of the Company who becomes a  guarantor under the Credit Agreement subsequent to the date of this Indenture and who otherwise would  be required to provide a Subsidiary Guarantee hereunder) shall be deemed to have been discharged from  their obligations with respect to all Subsidiary Guarantees if:   (a) with reference to this Section 8.03, the Company has irrevocably deposited or caused to  be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10)  and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the  terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in  trust, specifically pledged to the Trustee for the benefit of such Holders of Notes for payment of the  principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and  to (A) money in an amount, (B) Government Securities that, through the payment of interest and principal  in respect thereof in accordance with their terms, will provide, not later than one day before the due date  of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an  amount sufficient, in the opinion of a nationally recognized firm of independent public accountants  expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without  consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or  other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on  the outstanding Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall  have been irrevocably instructed to apply such money or the proceeds of such Government Securities to  the payment of such principal and interest with respect to the Notes;   (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the  Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as  a result of such deposit and defeasance of such covenants and Events of Default and will be subject to  United States federal income tax on the same amount and in the same manner and at the same times as  would have been the case if such deposit and defeasance had not occurred;  (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event  of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or,  insofar as Sections 6.01(f) and 6.01(h) are concerned, to the Company’s knowledge, will occur and be  continuing at any time during the period ending on the 91st day after such date of such deposit;   (d) if the Notes are then listed on a national Notes exchange, the Company has delivered to  the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such  deposit, defeasance and discharge; and   (e) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of  Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance  contemplated by this Section 8.03 have been complied with.  Section 8.04 Application of Trust Money.  Subject to Section 8.06, the Trustee or Paying Agent shall hold in trust money or Government  Securities deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the  deposited money and the money from Government Securities in accordance with the Notes and this  Indenture to the payment of principal of and interest on the Notes; but such money need not be segregated  from other funds except to the extent required by law.  





 






  -48-    US-DOCS\127593076.31203368.1  Section 8.05 Repayment to Company.  Subject to Sections 7.08, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly  pay to the Company upon request set forth in an Officer’s Certificate any excess money held by them at  any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and  the Paying Agent shall pay to the Company upon request any money held by them with respect to the  Notes for the payment of principal or interest that remains unclaimed for two years; provided that the  Trustee or Paying Agent before being required to make any payment may cause to be published at the  expense of the Company once in a newspaper of general circulation in The City of New York or mail to  each Holder of Notes entitled to such money at such Holder’s address (as set forth in the Note Register)  notice that such money remains unclaimed and that after a date specified therein (which shall be at least  30 days from the date of such publication or mailing) any unclaimed balance of such money then  remaining will be repaid to the Company. After payment to the Company, Holders of Notes entitled to  such money must look to the Company or the Guarantors, as the case may be, for payment as general  creditors unless an applicable law designates another Person, and all liability of the Trustee and such  Paying Agent with respect to such money shall cease.  Section 8.06 Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or Government Securities in  accordance with Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by  reason of any order or judgment of any court or governmental authority enjoining, restraining or  otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes  shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03,  as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or  Government Securities in accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if  the Company has made any payment of principal of or interest on any Notes because of the reinstatement  of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive  such payment from the money or Government Securities held by the Trustee or Paying Agent.  ARTICLE 9    AMENDMENT, SUPPLEMENT AND WAIVER  Section 9.01 Without Consent of Holders of Notes.  Notwithstanding Section 9.02, the Company, each of the Guarantors and the Trustee may amend  or supplement this Indenture, the Notes or any Subsidiary Guarantee without notice to or the consent of  any Holder:   (a) to cure any ambiguity, defect, inconsistency, omission or mistake;   (b) to comply with Article 5;   (c) to evidence and provide for the acceptance of appointment hereunder by a successor  trustee;   (d) to provide for uncertificated Notes in addition to or in place of certificated Notes;   





 






  -49-    US-DOCS\127593076.31203368.1  (e) to add to the covenants of the Company for the protection of the Holders of Notes, to add  any additional Events of Default with respect to the Notes, or to surrender any right or power conferred  upon the Company;   (f) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes  any property or assets;   (g) to allow any Guarantor to execute a supplemental indenture in respect of a Subsidiary  Guarantee;   (h) to release Guarantors in compliance with Section 10.05;   (i) to secure the Notes, including pursuant to the requirements of Section 4.03;   (j) to conform this text of this Indenture, the Notes or any Subsidiary Guarantee to any  provision of the “Description of Notes” section of the Offering Memorandum to the extent that the  Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with  the corresponding provision in such “Description of Notes”;   (k) to comply with requirements of any securities depositary with respect to the notes;   (l) to make any change that, in the good faith opinion of the Board of Directors of the  Company, does not materially and adversely affect the rights of any Holder;  (m) to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of  the Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially  all of the Company’s or such Guarantor’s assets, as applicable; or  (n) to provide for or confirm the issuance of Additional Notes otherwise permitted to be  incurred by this Indenture.  Section 9.02 With Consent of Holders of Notes.  Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, each of  the Guarantors and the Trustee may amend or supplement this Indenture and the Notes with the written  consent of the Holders of a majority in principal amount of the Notes then outstanding (voting as one  class) by written notice to the Trustee may waive future compliance by the Company with any provision  of this Indenture or the Notes.   Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected,  an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:   (a) extend the Stated Maturity of the principal of, or any installment of principal or interest on,  any Note;   (b) reduce the principal amount of or rate of interest on any Note, or any amount payable upon  redemption thereof, except as provided in this Indenture or the Notes;   (c) change any place or currency of payment of principal of or interest on any Note;   (d) impair the right to institute suit for the enforcement of any payment on or after the Stated  Maturity on any Note;   





 






  -50-    US-DOCS\127593076.31203368.1  (e) reduce the percentage or principal amount of outstanding Notes the consent of whose Holders  is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or  certain Defaults under this Indenture;   (f) waive an uncured default in the payment of principal of or interest on any Note; or   (g) modify any of the provisions of this Section 9.02, except to increase any such percentage or to  provide that certain other provisions of this Indenture cannot be modified or waived without the consent  of the Holder of each outstanding Note affected thereby.   It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the  particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such  consent approves the substance thereof.   After an amendment, supplement or waiver under this Section 9.02 becomes effective, the  Company shall mail to the Holders affected thereby a notice briefly describing the amendment,  supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any  failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair  or affect the validity of any such supplemental indenture or waiver.  Section 9.03 Action by Holders; Record Dates.  Whenever in this Indenture it is provided that the Holders of a specified principal amount of the  outstanding Notes may take any action (including the making of any demand or request, the giving of any  notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such  action the Holders of such specified amount have joined therein may be evidenced (a) by any instrument  or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy  appointed in writing, or (b) the record of the Holders voting in favor thereof at any meeting of the Holders  duly called, or (c) any combination of such instrument or instruments and any such record of such a  meeting of the Holders.   Subject to the provisions of Sections 7.02 and 12.06, proof of the execution of any instrument by  a Holder or its agent or proxy shall be sufficient if the ownership of the Notes shall be proved by (a) the  Note Register or by a certificate of the Registrar; or (b) in accordance with such reasonable rules and  regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem  sufficient.   The Company may, but shall not be obligated to, fix a record date for the purpose of determining  the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then,  notwithstanding the first paragraph of this Section 9.03, those Persons who were Holders at such record  date (or their duly designated proxies) and only those Persons shall be entitled to consent to such  amendment, supplement or waiver or to revoke any consent previously given, whether or not such  Persons continue to be Holders after such record date. No such consent shall be valid or effective for  more than 90 days after such record date.   After an amendment, supplement or waiver becomes effective, it shall bind every Holder of Notes  unless it is of the type described in the second paragraph of Section 9.02. In case of an amendment or  waiver of the type described in the second paragraph of Section 9.02, the amendment or waiver shall bind  each Holder who has consented to it and every subsequent Holder of a Note that evidences the same  indebtedness as the Note of the consenting Holder.  





 






  -51-    US-DOCS\127593076.31203368.1  Section 9.04 Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a  continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that  evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made  on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or  portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation  before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or  waiver shall become effective on receipt by the Trustee of written consents from the Holders of the  requisite percentage in principal amount of the outstanding Notes.  Section 9.05 Notation on or Exchange of Notes.  If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the  Holder to deliver such Note to the Trustee. At the Company’s expense, the Trustee may place an  appropriate notation on such Note about the changed terms and return it to the Holder, and the Trustee  may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Company or  the Trustee so determines, the Company in exchange for such Note shall issue and the Trustee shall  authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation, or issue  a new Note, shall not affect the validity and effect of such amendment, supplement or waiver.  Section 9.06 Trustee to Sign Amendments, etc.  The Trustee shall be provided with, and shall be fully protected in relying upon, an Officer’s  Certificate and an Opinion of Counsel stating that the execution of any amendment, supplement or waiver  authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that it will be  valid and binding upon the Company, subject to customary exceptions. Subject to the preceding sentence,  the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the  rights, duties, liabilities or immunities of the Trustee. The Trustee may, but shall not be obligated to,  execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or  immunities under this Indenture or otherwise.  ARTICLE 10    SUBSIDIARY GUARANTEE  Section 10.01 Subsidiary Guarantees.  Subject to this Article 10, each Subsidiary that becomes a Guarantor pursuant to its execution of a  supplemental indenture pursuant to Section 4.05 agrees, jointly and severally, to unconditionally  guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its  successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the  obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes  will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption, purchase  or otherwise, and (b) all other obligations of the Company to the Holders or the Trustee under this  Indenture and the Notes will be fully and punctually performed within the grace period set forth in  Section 6.01(d), if applicable. Failing payment when due of any amount so guaranteed or any  performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to  pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee  of collection.   





 






  -52-    US-DOCS\127593076.31203368.1  The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective  of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to  enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof  or thereof, the recovery of any judgment against the Company, any action to enforce the same or any  other circumstance which might otherwise constitute a legal or equitable discharge or defense of a  guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims  with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding  first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary  Guarantee shall not be discharged except by complete performance of the obligations contained in the  Notes and this Indenture.   If any Holder or the Trustee is required by any court or otherwise to return to the Company, the  Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the  Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary  Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.   Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the  Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations  guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and  the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may  be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any  stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed  hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6,  such obligations (whether or not due and payable) shall forthwith become due and payable by such  Guarantor for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek  contribution from any non-paying Guarantor so long as the exercise of such right does not impair the  rights of the Holders under the Subsidiary Guarantee.   In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the  validity, legality, and enforceability of the remaining provisions shall not in any way be affected or  impaired thereby.  Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made  without set-off, counterclaim, reduction or diminution of any kind or nature.   As used in this Section 10.01, the term “Trustee” shall also include each of the Paying Agent,  Registrar and Transfer Agent, as applicable.  Section 10.02 Limitation on Guarantors Liability.  Each Guarantor and, by its acceptance of Notes, each Holder hereby confirms that it is the  intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent  transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act,  the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any  Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors  hereby irrevocably agree that the obligations of such Guarantor will be limited so that, after giving effect  to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant  under such laws, and after giving effect to any collections from, rights to receive contribution from or  payments made by or on behalf of any other Guarantor in respect of the obligations of such other  Guarantor under this Article 10, will not result in the obligations of such Guarantor under its Subsidiary  Guarantee constituting a fraudulent transfer or conveyance.  





 






  -53-    US-DOCS\127593076.31203368.1  Section 10.03 Execution and Delivery of Subsidiary Guarantee.  To evidence its Subsidiary Guarantee set forth in Section 10.01, each Guarantor hereby agrees  that the Notes shall bear a notation substantially in the form annexed hereto as Exhibit A stating that such  Notes are guaranteed by the Guarantors in accordance with this Article 10 and may be released upon the  terms and conditions set forth in this Indenture.   Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 shall  remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such  Subsidiary Guarantee.   If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the  time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, such Subsidiary  Guarantee shall be valid nevertheless.   The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall  constitute due delivery of the Subsidiary Guarantees set forth in this Indenture on behalf of the  Guarantors.   In the event that a Subsidiary of the Company becomes a guarantor under the Credit Agreement  subsequent to the date of this Indenture, the Company shall cause such Subsidiary to become a Guarantor  and to execute a supplemental indenture and Subsidiary Guarantee within 10 Business Days of the date  when such event occurs.  Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.  Except as otherwise provided in Section 10.05, no Guarantor may consolidate with or merge with  or into (unless such Guarantor is the surviving Person) another Person unless:   (a) subject to Section 10.05, the Person formed by or surviving any such consolidation or  merger (if other than a Guarantor or the Company) unconditionally expressly assumes all of the  obligations of such Guarantor under the Notes and this Indenture pursuant to a supplemental indenture on  the terms set forth herein or therein; and   (b) immediately after giving effect to such transaction, no Default or Event of Default shall  have occurred and be continuing; provided, however, that this requirement shall not apply to any  consolidation or merger of a Guarantor with or into the Company or another Guarantor.   In case of any such consolidation or merger, and upon the assumption by the successor Person, by  supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of  the due and punctual performance of all of the covenants and conditions of this Indenture to be performed  by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the  same effect as if it had been named herein as a Guarantor and such predecessor Guarantor shall be  discharged from its obligations under the Notes and this Indenture.   Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing  contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a  Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the  property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.  





 






  -54-    US-DOCS\127593076.31203368.1  Section 10.05 Release.  The guarantee of a Guarantor will be automatically and unconditionally released and discharged  without the consent of any holders (a) to the extent such Guarantor is released as a guarantor under the  Credit Agreement or the Credit Agreement is refinanced without such Guarantor being a guarantor, (b)  concurrently with any direct or indirect sale, issuance, exchange, disposition, conveyance or transfer  (by merger or otherwise) of any Equity Interests of such subsidiary guarantor following which such  Guarantor is no longer a Subsidiary of the Company, or of all or substantially all the assets of such  Guarantor (determined on a consolidated basis for such subsidiary guarantor and its Subsidiaries), in  accordance with the applicable provisions of this Indenture following which such Guarantor is no  longer a Subsidiary of the Company or (c) upon the Company exercising its legal defeasance or  covenant defeasance options pursuant to Section 8.02 or 8.03 or the Company’s obligations under this  Indenture being discharged in accordance with Section 8.01 and the Notes to the same extent that such  Guarantor was released and relieved of any obligations under the Credit Agreement;   Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of  Counsel to the effect that such release has occurred in accordance with the provisions of this Indenture,  the Trustee shall execute any documents reasonably requested by the Company in order to evidence the  release of any Guarantor from its obligations under its Subsidiary Guarantee.   Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain  liable for the full amount of the principal of and interest on the Notes and for the other obligations of any  Guarantor under this Indenture as provided in this Article 10.  Section 10.06 Benefits Acknowledged.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing  arrangements contemplated by this Indenture, that it has received adequate value and fair consideration  and that the Guarantee and waivers made by it pursuant to its Subsidiary Guarantee are knowingly made  in contemplation of such benefits.  ARTICLE 11    [RESERVED]  ARTICLE 12    MISCELLANEOUS  Section 12.01 [Reserved].  Section 12.02 Notices.  Any notice or communication by the Company or the Trustee to the other is duly given if in  writing and delivered in person or mailed by first class mail (registered or certified, return receipt  requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other’s  address:  If to the Company:  





 






  -55-    US-DOCS\127593076.31203368.1  Molina Healthcare, Inc.   200 Oceangate, Suite 100  Long Beach, CA 90802  Attention: Mark Keim  Telecopier No.: (860) 767-0006    If to the Trustee:  U.S. Bank National Association  633 West Fifth Street, 24th Floor  Los Angeles, CA 90071  Attention: Lauren Costales  Telecopier No.:  (213) 615-6199    The Company or the Trustee, by notice to the other, may designate additional or different  addresses for subsequent notices or communications.  All notices and communications (other than those sent to the Trustee) shall be deemed to have  been duly given: at the time delivered by hand, if personally delivered; five Business Days after being  deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile  transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air  courier guaranteeing next-day delivery.  All notices and communications to the Trustee shall be deemed  duly given and effective only upon receipt.  Any notice or communication to a Holder shall be mailed by first class mail, certified or  registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to its  address shown on the Note Register or, if required or permitted by Section 3.03 or 3.08(c), by electronic  transmission.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its  sufficiency with respect to other Holders.  If a notice or communication is mailed or delivered in the manner provided above within the time  prescribed, it is duly given, whether or not the addressee receives it.  If the Company sends a notice or communication to Holders, it shall mail a copy to the Trustee  and each Agent at the same time.  All notices, approvals, consents, requests and any communications hereunder must be in writing  (provided that any such communication sent to Trustee hereunder must be in the form of a document that  is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature  provider as specified in writing to Trustee by the authorized representative), in English.  The Trustee  agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e- mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that  the Trustee shall have received an incumbency certificate listing persons designated to give such  instructions or directions and containing specimen signatures of such designated persons, which such  incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from  the listing.  If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a  similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the  Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable  for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and  





 






  -56-    US-DOCS\127593076.31203368.1  compliance with such instructions notwithstanding such instructions conflict with or are inconsistent with  a subsequent written instruction.  The Company agrees to assume all risks arising out of the use of digital  signatures and electronic methods to submit communications, instructions and directions to the Trustee,  including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or  interception and misuse by third parties.  Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any  Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a  Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its  designee) pursuant to the standing instructions from DTC or its designee.  Section 12.03 [Reserved.]  Section 12.04 Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under any  provision of this Indenture, the Company shall furnish to the Trustee:  (a) an Officer’s Certificate in form reasonably satisfactory to the Trustee (which  shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the  signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to  the proposed action have been complied with; and  (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall  include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such  counsel, all such conditions precedent and covenants have been complied with.  Section 12.05 Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for  in this Indenture shall include:  (a) a statement that the Person making such certificate or opinion has read such  covenant or condition;  (b) a brief statement as to the nature and scope of the examination or investigation  upon which the statements or opinions contained in such certificate or opinion are based;  (c) a statement that, in the opinion of such Person, he or she has made such  examination or investigation as is necessary to enable such Person to express an informed opinion  as to whether or not such covenant or condition has been complied with; and  (d) a statement as to whether or not, in the opinion of such Person, such condition or  covenant has been complied with.  With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate,  certificates of public officials or reports or opinions of experts.  





 






  -57-    US-DOCS\127593076.31203368.1  Section 12.06 Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Note  Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.  Section 12.07 No Personal Liability of Directors, Officers, Incorporators, Employees or  Stockholders.  None of the Company’s nor its Subsidiaries’ directors, officers, employees, incorporators,  members, partners or stockholders, as such, shall have any liability for any obligations of the Company or  the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, or for any claim based on, in  respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note  waives and releases all such liability. The waiver and release are part of the consideration for issuance of  the Notes.  Section 12.08 Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO  CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE  LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Section 12.09 No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any other indenture, loan or debt agreement of the  Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not  be used to interpret this Indenture.  Section 12.10 Successors.  All covenants and agreements of the Company in this Indenture and the Notes shall bind its  successors.  All covenants and agreements of the Trustee in this Indenture shall bind its successors.  Section 12.11 Severability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable,  the validity, legality and enforceability of the remaining provisions shall not in any way be affected or  impaired thereby.  Section 12.12 Counterpart Originals.  The parties may sign any number of copies of this Indenture.  The exchange of copies of this  Indenture and of signature pages by facsimile or pdf transmission shall constitute effective execution and  delivery of this Indenture as to the parties hereto.  Each signed copy shall be an original, but all of them  together shall represent one and the same agreement.  Section 12.13 Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted  for convenience of reference only, are not to be considered a part of this Indenture and shall in no way  modify or restrict any of the terms or provisions hereof.  





 






  -58-    US-DOCS\127593076.31203368.1  Section 12.14 [Reserved].  Section 12.15 Waiver of Jury Trial.  EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF  OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED  HEREBY.  Section 12.16 Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of  its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control,  including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military  disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of  utilities, communications or computer (software and hardware) services; it being understood that the  Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry  to resume performance as soon as practicable under the circumstances.  Section 12.17 USA Patriot Act.   The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the  Trustee, like all financial institutions and in order to help fight the funding of terrorism and money  laundering, is required to obtain, verify, and record information that identifies each person or legal entity  that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree  that they will provide the Trustee with such information as it may request in order for the Trustee to  satisfy the requirements of the USA Patriot Act.    [Signatures on following page]  





 






      US-DOCS\127593076.31203368.1  IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed.  Dated November 16, 2021   Company:  MOLINA HEALTHCARE, INC.  By:  /s/ Mark Keim   Name: Mark Keim  Title: Chief Financial Officer  





 






      US-DOCS\127593076.31203368.1  Dated November 16, 2021 Trustee:    U.S. BANK NATIONAL ASSOCIATION  By:  /s/ Lauren Costales   Name: Lauren Costales  Title: Assistant Vice President 





 






    Appendix-1      US-DOCS\127593076.31203368.1  Rule 144A / Regulation S Appendix  PROVISIONS RELATING TO INITIAL NOTES  1. Definitions  1.1 Definitions.  For the purposes of this Appendix the following terms shall have the meanings indicated below:  “Certificated Note” means a certificated Initial Note (other than a Global Note) bearing, if  required, the restricted notes legend set forth in Section 2.2(e) of this Appendix.  “Distribution Compliance Period,” with respect to any Notes, means the period of 40 consecutive  days beginning on and including the later of (i) the day on which such Notes are first offered to Persons  other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S  and (ii) the issue date with respect to such Notes.  “Notes Custodian” means the custodian with respect to a Global Note (as appointed by the  Depositary), or any successor Person thereto and shall initially be the Trustee.  “Purchase Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the  Purchase Agreement dated November 1, 2021, between the Company and Truist Securities, Inc., as  representative of the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the  purchase agreement or underwriting agreement between the Company and the Persons purchasing such  Additional Notes.  “QIB” means a “qualified institutional buyer” as defined in Rule 144A.  “Transfer Restricted Notes” means Notes that bear or are required to bear the legend relating to  restrictions on transfer relating to the Securities Act set forth in Section 2.2(e) hereto.  1.2 Other Definitions.  Term  Defined in  Section  “Agent Members” 2.1(b)  “Clearstream” 2.1(a)  “Euroclear” 2.1(a)  “Global Notes” 2.1(a)  “Regulation S” 2.1(a)  “Regulation S Global Note” 2.1(a)  “Rule 144A” 2.1(a)  “Rule 144A Global Note” 2.1(a)    1.3 Capitalized terms used in this Appendix, but not defined, have the meanings ascribed to  such terms in the Indenture to which this Appendix is attached.  





 






    Appendix-2      US-DOCS\127593076.31203368.1  2. The Notes.  2.1 (a)  Form and Dating.  The Initial Notes shall be offered and sold by the Company  pursuant to a Purchase Agreement.  The Initial Notes shall be resold initially only to (i) QIBs in reliance  on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined  in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may  thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the  restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to Rule 144A shall be issued  initially in the form of one or more permanent global Notes in definitive, fully registered form  (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S  shall be issued initially in the form of one or more global Notes in fully registered form (collectively, the  “Regulation S Global Note”), in each case without interest coupons and with the global Notes legend and  the restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the  purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of  the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the  Trustee as provided in the Indenture.  Except as set forth in the immediately succeeding paragraph,  beneficial ownership interests in the Regulation S Global Note shall be held only through the Euroclear  Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A.  (“Clearstream”) (as indirect participants in the Depositary) and shall not be exchangeable for interests in  the Rule 144A Global Note or any other Note prior to the expiration of the Distribution Compliance  Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for  interests in a Rule 144A Global Note only upon certification in the form attached hereto as Exhibit 3 or  otherwise in a form reasonably satisfactory to the Trustee that beneficial ownership interests in such  Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such  interests in a transaction that is exempt from the registration requirements under the Securities Act.  Prior to the expiration of the Distribution Compliance Period, beneficial interests in Regulation S  Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in  connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial  interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in a form  substantially similar to that attached hereto as Exhibit 2) to the effect that the beneficial interest in the  Regulation S Global Note is being transferred (a) to a Person who the transferor reasonably believes to be  a QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the  requirements of Rule 144A, and (b) in accordance with all applicable securities laws of the States of the  United States and other jurisdictions.  Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes  delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of  the Distribution Compliance Period, subject to Applicable Procedures, only if the transferor first delivers  to the Trustee a written certificate (in a form substantially similar to that attached hereto as Exhibit 2) to  the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule  144 (if applicable).  The Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein  as “Global Notes.”  The aggregate principal amount of the 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.  





 






    Appendix-3      US-DOCS\127593076.31203368.1  (b) Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Note deposited  with or on behalf of the Depositary.  The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b),  authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the  Depositary or the nominee of the Depositary and (b) shall be delivered by the Trustee to the Depositary or  pursuant to the Depositary’s instructions or held by the Trustee as custodian for the Depositary. The  Company has entered into a letter of representations with the Depositary in the form provided by the  Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and  Applicable Procedures.   Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the  Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the  custodian of the Depositary or under such Global Note, and the Company, the Trustee and any agent of  the Company or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global  Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the  Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written  certification, proxy or other authorization furnished by the Depositary or impair, as between the  Depositary and its Agent Members, the operation of customary practices of such Depositary governing  the exercise of the rights of a holder of a beneficial interest in any Global Note.  (c) Certificated Notes.  Except as provided in this Section 2.1, Section 2.2 or 2.3, owners of  beneficial interests in Global Notes shall not be entitled to receive physical delivery of Certificated Notes.  2.2 Transfer and Exchange.  (a) Transfer and Exchange of Certificated Notes.  When Certificated Notes are presented to  the Note Registrar with a request:  (x)  to register the transfer of such Certificated Notes; or  (y)  to exchange such Certificated Notes for an equal principal amount of Certificated  Notes of other authorized denominations,  the Note Registrar shall register the transfer or make the exchange as requested if its reasonable  requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for  transfer or exchange:  (i) shall be duly endorsed or accompanied by a written instrument of transfer in  form reasonably satisfactory to the Company and the Note Registrar, duly executed by the Holder  thereof or its attorney duly authorized in writing; and  (ii) if such Certificated Notes are required to bear a restricted notes legend, they are  being transferred or exchanged pursuant to an effective registration statement under the Securities  Act, pursuant to Section 2.2(b) or pursuant to clause (A), (B) or (C) below, and are accompanied  by the following additional information and documents, as applicable:  





 






    Appendix-4      US-DOCS\127593076.31203368.1   (A) if such Certificated Notes are being delivered to the Note Registrar by a  Holder for registration in the name of such Holder, without transfer, a certification from  such Holder to that effect; or   (B) if such Certificated Notes are being transferred to the Company, a  certification to that effect; or   (C)  if such Certificated Notes are being transferred (x) pursuant to an  exemption from registration in accordance with Rule 144A, Regulation S or Rule 144  under the Securities Act; or (y) in reliance upon another exemption from the requirements  of the Securities Act:  (i) a certification to that effect (in the form set forth on the reverse  of the Note) and (ii) if the Company so requests, an Opinion of Counsel or other evidence  reasonably satisfactory to the Company as to the compliance with the restrictions set  forth in the legend set forth in Section 2.2(e)(i).  (b) Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note.   A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a  Regulation S Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by  the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer,  in form satisfactory to the Trustee, together with:  (i) certification, in a form substantially similar to that attached hereto as Exhibit 2,  that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A  or (B) being transferred after expiration of the Distribution Compliance Period by a Person who  initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest  in such Note in the form of a beneficial interest in the Regulation S Global Note; and  (ii) written instructions directing the Trustee to make, or to direct the Notes  Custodian to make, an adjustment on its books and records with respect to such Rule 144A  Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note  (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate  principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global  Note, as applicable, such instructions to contain information regarding the Depositary account to  be credited with such increase,  then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in  accordance with the standing instructions and procedures existing between the Depositary and the Notes  Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or  Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the  Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person  specified in such instructions a beneficial interest in the Rule 144A Global Note or Regulation S Global  Note, as applicable, equal to the principal amount of the Certificated Note so cancelled.  If no Rule 144A  Global Notes or Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue  and the Trustee shall authenticate, upon receipt of an Authentication Order, a new Rule 144A Global Note  or Regulation S Global Note, as applicable, in the appropriate principal amount.  (c) Transfer and Exchange of Global Notes.  





 






    Appendix-5      US-DOCS\127593076.31203368.1  (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected  through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set  forth herein, if any) and the procedures of the Depositary therefor.  A transferor of a beneficial interest in  a Global Note shall deliver to the Note Registrar a written order given in accordance with the  Depositary’s procedures containing information regarding the participant account of the Depositary to be  credited with a beneficial interest in the Global Note.  The Note Registrar shall, in accordance with such  instructions instruct the Depositary to credit to the account of the Person specified in such instructions a  beneficial interest in the Global Note and to debit the account of the Person making the transfer the  beneficial interest in the Global Note being transferred.  (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a  beneficial interest in another Global Note, the Note Registrar shall reflect on its books and records the  date and an increase in the principal amount of the Global Note to which such interest is being transferred  in an amount equal to the principal amount of the interest to be so transferred, and the Note Registrar shall  reflect on its books and records the date and a corresponding decrease in the principal amount of the  Global Note from which such interest is being transferred.  (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set  forth in Section 2.3), a Global Note may not be transferred as a whole except by the Depositary to a  nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the  Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such  successor Depositary.  (iv) In the event that a Global Note is exchanged for Certificated Notes pursuant to  Section 2.3 of this Appendix, such Notes may be exchanged only in accordance with such procedures as  are substantially consistent with the provisions of this Section 2.2 (including the certification  requirements set forth on the reverse of the Initial Notes (as set forth in Exhibit 2, hereto) intended to  ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under  the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by  the Company.  (d) Restrictions on Transfer of Regulation S Global Notes.  Subject to Section 2.1(a), during  the Distribution Compliance Period, beneficial ownership interests in Regulation S Global Notes may  only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the  Company, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction  resulting in an exchange for an interest in another Regulation S Global Note) or (iii) pursuant to an  effective registration statement under the Securities Act, in each case in accordance with any applicable  securities laws of any State of the United States.  (e) Legend.  (i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the  Global Notes (and all Notes issued in exchange therefor or in substitution thereof), in the case of Notes  offered otherwise than in reliance on Regulation S shall bear a legend in substantially the following form:  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF  1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE  OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH  





 






    Appendix-6      US-DOCS\127593076.31203368.1  REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER  OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE  RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE  SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT  (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE  TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)  IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN  INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)  (1), (2), (3), (7) AND (8) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL  INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT  OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” IN EACH CASE IN A  MINIMUM PRINCIPAL AMOUNT OF $250,000, (IV) OUTSIDE THE UNITED STATES IN  AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE  SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER  THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR  (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE  SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH  ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND  (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,  NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS  REFERRED TO IN (A) ABOVE.  Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the  foregoing, bear a legend in substantially the following form:  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION  ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF  1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN  THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.  PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE  STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO  THEM IN REGULATION S UNDER THE SECURITIES ACT.  Each Certificated Note shall also bear the following additional legend:  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO  THE COMPANY AND THE NOTE REGISTRAR SUCH CERTIFICATES AND  OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM  THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  (ii) Upon any sale or transfer of a Transfer Restricted Note (including any Transfer  Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Note  Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a Certificated  Note that does not bear the legend set forth above and rescind any restriction on the transfer of such  





 






    Appendix-7      US-DOCS\127593076.31203368.1  Transfer Restricted Note, if the transferor thereof certifies in writing to the Note Registrar that such sale  or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse  of the Note).  (f) Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a  Global Note have been exchanged for Certificated Notes, redeemed, purchased or cancelled, such Global  Note shall be returned to the Depositary for cancellation or retained and cancelled by the Trustee.  At any  time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated  Notes, redeemed, purchased or cancelled, the principal amount of Notes represented by such Global Note  shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the  Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes  Custodian, to reflect such reduction.  (g) No Obligation of the Trustee.  (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global  Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the  records of the Depositary or its nominee or of any participant or member thereof, with respect to any  ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial  owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or  the payment of any amount, under or with respect to such Notes.  All notices and communications to be  given to the Holders and all payments to be made to Holders under the Notes shall be given or made only  to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of  a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through the  Depositary subject to the applicable rules and procedures of the Depositary.  The Trustee may rely and  shall be fully protected in relying upon information furnished by the Depositary with respect to its  members, participants and any beneficial owners. Neither the Trustee nor any Agent shall have  responsibility for any actions taken or not taken by the Depositary.   (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to  compliance with any restrictions on transfer imposed under the Indenture or under applicable law with  respect to any transfer of any interest in any Note (including any transfers between or among Depositary  participants, members or beneficial owners in any Global Note) other than to require delivery of such  certificates and other documentation or evidence as are expressly required by, and to do so if and when  expressly required by, the terms of the Indenture, and to examine the same to determine substantial  compliance as to form with the express requirements hereof.  2.3 Certificated Notes.  (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for  the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of  Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in  exchange for such Global Note, only if such transfer complies with Section 2.2 hereof and (i) the  Depositary notifies the Company that it is unwilling or unable to continue as depository for such Global  Note and the Depositary fails to appoint a successor depository or if at any time such depository ceases to  be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is  not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and  is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to  cause the issuance of Certificated Notes under the Indenture (although Regulation S Global Notes at the  





 






    Appendix-8      US-DOCS\127593076.31203368.1  Company’s election pursuant to this clause may not be exchanged for Certificated Notes prior to (a) the  expiration of the Distribution Compliance Period and (b) the receipt of any certificates required under the  provisions of Regulation S).  (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this  Section 2.3 shall be surrendered by the Depositary to the Trustee located at its principal corporate trust  office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall  authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate  principal amount of Certificated Notes of authorized denominations.  Any portion of a Global Note  transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in minimum  denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and  registered in such names as the Depositary shall direct.  Any Certificated Note delivered in exchange for  an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) hereof,  bear the restricted notes legend and certificated notes legend set forth in Exhibit 1 hereto.  (c) Subject to the provisions of Section 2.3(b) hereof, the registered Holder of a Global Note  shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and  Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to  take under the Indenture or the Notes.  (d) In the event of the occurrence of one of the events specified in Section 2.3(a) hereof, the  Company shall promptly make available to the Trustee a reasonable supply of Certificated Notes in  definitive, fully registered form without interest coupons.  In the event that such Certificated Notes are not  issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy  pursuant to the Indenture, including, without limitation, pursuant to Section 6.05, the right of any  beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that  represents such beneficial owner’s Notes as if such Certificated Notes had been issued.  





 






    Ex. 1-1      US-DOCS\127593076.31203368.1  EXHIBIT 1  to Rule 144A / Regulation S Appendix    [FORM OF FACE OF INITIAL NOTE]  [Global Notes Legend]  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW  YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME  OF CEDE & CO.  OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH  OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,  HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,  BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH  SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL  BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET  FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.  [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF  COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF  SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) MAY VIOLATE THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE  THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]  [Restricted Notes Legend]  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS  AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR  OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN  APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY  NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM  THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A  THEREUNDER.  THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT  (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,  ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE  SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE  REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”  WITHIN THE MEANING OF RULE 501(a) (1), (2), (3), (7) AND (8) UNDER THE SECURITIES  ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTE FOR ITS OWN  





 






    Ex. 1-2      US-DOCS\127593076.31203368.1  ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED  INVESTOR,” IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000,  (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE  WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM  REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF  AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER  THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY  APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE  HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY  PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN  (A) ABOVE.   [[FOR REGULATION S GLOBAL NOTE ONLY] THIS NOTE (OR ITS PREDECESSOR)  WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM  REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE  “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR  FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES  ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE  MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]  [Certificated Notes Legend]  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE NOTE  REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY  REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE  FOREGOING RESTRICTIONS.  





 






    Ex. 1-3      US-DOCS\127593076.31203368.1  3.875% Senior Notes due 2032  144A CUSIP:  _____________      144A ISIN:  _____________  No. _______  $  MOLINA HEALTHCARE, INC.  promises to pay to [CEDE & CO., INC.]* or registered assigns, the principal sum of _____________  Dollars ($______________) [as may be increased or decreased as set forth on the attached Schedule of  Exchanges of Interests in Global Note] on May 15, 2032.  Interest Payment Dates: November 15 and May 15, commencing May 15, 2022.  Record Dates: May 1 and November 1.  Dated:  ____________________, 20__      * Only applicable if there is a Global Note.   





 






    Ex. 1-4      US-DOCS\127593076.31203368.1  IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by  facsimile by its duly authorized officers.  MOLINA HEALTHCARE, INC.  By: ______________________________   Name:   Title:  By: ______________________________   Name:   Title:       





 






    Ex. 1-5      US-DOCS\127593076.31203368.1      This Trustee Certificate of Authentication is for one of the Notes referred to in the within-mentioned  Indenture.    U.S. BANK NATIONAL ASSOCIATION, as Trustee    By:  ________________________________         Authorized Signatory    Dated:  _____________ ___, 20____    





 






    Ex. 1-6      US-DOCS\127593076.31203368.1  [FORM OF REVERSE SIDE OF INITIAL NOTE]  3.875% Senior Notes due 2032  Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred  to below unless otherwise indicated.  1. Interest.  Molina Healthcare, Inc., a Delaware corporation (the “Company”), promises to  pay interest on the principal amount of this Note at 3.875% per annum until maturity.  The Company shall  pay interest semi-annually on May 15 and November 15 of each year, or if any such day is not a Business  Day, on the next succeeding Business Day (each an “Interest Payment Date”) and no interest shall accrue  on such payment as the result of such delay.  Interest shall accrue from the most recent date to which  interest has been paid on the Notes (or one or more Predecessor Notes) or, if no interest has been paid,  from November 16, 2021.  The Company shall pay interest (including post-petition interest in any  proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a  rate per annum equal to the rate of interest under the Indenture and this Note; it shall pay interest  (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of  interest (without regard to any applicable grace periods), from time to time at the same rate to the extent  lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.    2. Method of Payment.  The Company shall pay interest on the Notes (except Defaulted  Interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the  close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such  Notes are cancelled after such record date and on or before such Interest Payment Date, except as  provided in Section 2.14 of the Indenture with respect to Defaulted Interest.  The Notes shall be payable  as to principal, premium, if any, and interest at the office or agency of the Company maintained for such  purpose, or, at the option of the Company, payment of interest may be made by check mailed to the  Holders at their addresses set forth in the Note Register; provided, however, that payment by wire transfer  of immediately available funds shall be required with respect to principal of and interest and premium, if  any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer  instructions to the Company or the Paying Agent.  Such payment shall be in such coin or currency of the  United States of America as at the time of payment is legal tender for payment of public and private  debts.  3. Paying Agent and Note Registrar.  Initially, U.S. Bank National Association, the Trustee  under the Indenture, shall act as Paying Agent and Note Registrar.  The Company may change any Paying  Agent or Note Registrar without notice to any Holder.  The Company or any of its Consolidated  Subsidiaries may act in any such capacity.  4. Indenture.  The Company issued the Notes under an Indenture dated as of November 16,  2021 (the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those  stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of  1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders  are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of  this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall  govern and be controlling.  5. Optional Redemption.  





 






    Ex. 1-7      US-DOCS\127593076.31203368.1  (a) Except pursuant to clauses (b) and (c) of this paragraph 5, the Notes shall not be  redeemable at the option of the Company prior to February 15, 2032.  (b) Prior to February 15, 2032, the Company may on any one or more occasions redeem all  or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to  100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued  and unpaid interest, if any, to, but not including, the Redemption Date (subject to the rights of Holders of  Notes on the relevant record date to receive interest due on the relevant interest payment date).  “Applicable Premium” means the greater of:  (1)  1.0% of the principal amount of the Notes being redeemed; or  (2)  the excess of:  (A)  the present value at such Redemption Date of (i) the Redemption Price of  the Notes at February 15, 2032 plus (ii) all required remaining interest payments due on  the Notes through, but not including, February 15, 2032 (excluding accrued but unpaid  interest to the Redemption Date), computed using a discount rate equal to the Treasury  Rate as of such Redemption Date plus 50 basis points; over  (B)  the then outstanding principal amount of the Notes.    The Company shall calculate or cause the Applicable Premium to be calculated.   (c) On or after February 15, 2032, the Company may on any one or more occasions redeem  all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal  to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon  to, but not including, the Redemption Date.  6. Mandatory Redemption.  Except as set forth in Sections 4.08 of the Indenture, the  Company shall not be required to make mandatory redemption or sinking fund payments with respect to  the Notes.  7. Repurchase at Option of Holder.  (a) Upon the occurrence of a Change of Control, Article 3 and Section 4.08 of the Indenture  shall apply to the extent applicable.  8. Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not  more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its  registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in  integral multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are to be  redeemed.  Unless the Company defaults in the payment of the Redemption Price, interest shall cease to  accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.  9. Denominations, Transfer, Exchange.  The Notes are in registered form without coupons  in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.  The transfer  of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Note  





 






    Ex. 1-8      US-DOCS\127593076.31203368.1  Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements  and transfer documents and the Company may require a Holder to pay any taxes and fees required by law  or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or  portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed  in part.  Also, the Company need not exchange or register the transfer of any Notes for a period of 15  days before a selection of Notes to be redeemed or during the period between a Record Date and the  corresponding Interest Payment Date.  10. Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner  for all purposes.  11. Amendment, Supplement and Waiver.  The Indenture, Notes or Subsidiary Guarantees  may be amended or supplemented as provided in the Indenture.  12. Defaults and Remedies.  The Events of Default relating to the Notes are defined in  Section 6.01 of the Indenture.  If any Event of Default occurs and is continuing, the Trustee or the  Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the  principal, premium, if any, and accrued and unpaid interest of all the outstanding Notes to be due and  payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from  certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become  due and payable immediately without further action or notice.  Subject to certain limitations, Holders of at  least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its  exercise of any trust or power.    The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by  notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event  of Default and its consequences under the Indenture, except a continuing Default or Event of Default in  the payment of interest on, or the principal of, the Notes, and rescind any acceleration and its  consequences with respect to the Notes.  The Company is required to deliver to the Trustee annually a statement regarding compliance  with the Indenture, and the Company is required within 30 days of becoming aware of any Default or  Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.  13. Trustee Dealings with Company.  Subject to certain limitations, the Trustee in its  individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with  the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  14. No Recourse Against Others.  None of the Company’s nor its Subsidiaries’ directors,  officers, employees, incorporators, members, partners or stockholders, as such, shall have any liability for  any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary  Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release  are part of the consideration for issuance of the Notes.  15. Authentication.  This Note shall not be valid until authenticated by manual signature of  the Trustee or an authenticating agent.  





 






    Ex. 1-9      US-DOCS\127593076.31203368.1  16. Abbreviations.  Customary abbreviations may be used in the name of a Holder or an  assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=  joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and  U/G/M/A (= Uniform Gifts to Minors Act).  17. CUSIP and ISIN Numbers.  The Company has caused CUSIP and ISIN numbers to be  printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers in notices of  redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers  either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only  on the other identification numbers placed thereon.  18. Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN  AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE  PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE  LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  The Company shall furnish to any Holder upon written request and without charge a copy of the  Indenture.  Requests may be made to:  Molina Healthcare, Inc.   200 Oceangate, Suite 100  Long Beach, CA 90802  Attention:  Mark Keim, Chief Financial Officer   Telecopier No.: (860) 767-0006  





 






    Ex. 2-1      US-DOCS\127593076.31203368.1  EXHIBIT 2  to Rule 144A / Regulation S Appendix  ASSIGNMENT/TRANSFER FORM  To assign and transfer this Note, fill in the form below:  I or we assign and transfer this Note to     (Print or type assignee’s name, address and zip code)            __________________________________________________________________________________   (Insert assignee’s soc.  sec.  or tax I.D.  No.)    and irrevocably appoint ___________________________ agent to transfer this Note on the books of the  Company.  The agent may substitute another to act for him.    Date:    Your Signature:     (Sign exactly as your name appears   on the other side of this Note.)    In connection with any transfer of this Note occurring prior to the date which is the date following the  expiration of the applicable holding period set forth in Rule 144(d) of the Securities Act of 1933, as  amended (the “Securities Act”), of this Note, the undersigned confirms that it has not utilized any general  solicitation or general advertising in connection with such transfer, is making such transfer in accordance  with the applicable securities laws of the States of the United States and other jurisdictions and is making  such transfer pursuant to one of the following:    CHECK ONE BOX BELOW    ☐ (1) to the Company; or    ☐ (2) in the United States to a person whom the seller reasonably believes is a   “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)  in a transaction meeting the requirements of Rule 144A; or    ☐ (3) to an institutional “accredited investor” within the meaning of Rule 501(a) (1),  (2), (3), (7) and (8) under the Securities Act that is an institutional investor  acquiring the note for its own account or for the account of such an institutional  “accredited investor,” in each case in a minimum principal amount of $250,000;  or    ☐ (4) outside the United States in an offshore transaction in accordance with Rule 904  under the Securities Act; or    ☐ (5) pursuant to an exemption from registration under the Securities Act provided by  Rule 144 thereunder (if available); or    ☐ (6) pursuant to an effective registration statement under the Securities Act.  





 






    Ex. 2-2      US-DOCS\127593076.31203368.1      Unless one of the boxes is checked, the Trustee shall refuse to register the Note evidenced by this  certificate in the name of any person other than the registered holder thereof; provided, however, that if  box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of this  Note, such legal opinions, certifications and other information as the Company have reasonably requested  to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject  to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under  such Act.       Signature      Signature Guarantee:           Signature must be guaranteed  Signature    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of  the Note Registrar, which requirements include membership or participation in the Security Transfer  Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be  determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the  Securities Exchange Act of 1934, as amended.  





 






    Ex. 2-3      US-DOCS\127593076.31203368.1  TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.  The undersigned represents and warrants that it is purchasing this Note for its own account or an  account with respect to which it exercises sole investment discretion and that it and any such account is a  “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware  that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such  information regarding the Company as the undersigned has requested pursuant to Rule 144A or has  determined not to request such information and that it is aware that the transferor is relying upon the  undersigned’s foregoing representations in order to claim the exemption from registration provided by  Rule 144A.  Date:       Name:  Title:  Name of Entity:  Notice:  To be executed by an executive officer    





 






    Ex. 2-4      US-DOCS\127593076.31203368.1  [TO BE ATTACHED TO GLOBAL NOTES]  SCHEDULE OF EXCHANGES OF INTERESTS IN GLOBAL NOTE  The following exchanges of a part of this Global Note for an interest in another Global Note or  for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in  this Global Note, have been made:      Date of  Exchange    Amount of decrease  in  Principal Amount of  this Global Note    Amount of increase in  Principal Amount of  this Global Note  Principal Amount of  this Global Note  following such  decrease (or increase)    Signature of authorized  signatory of Trustee or  Note Custodian          





 






    Ex. 2-5      US-DOCS\127593076.31203368.1  OPTION OF HOLDER TO ELECT PURCHASE  If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the  Indenture, check the box below:   Section 4.08  If you want to elect to have only part of the Note purchased by the Company pursuant to Section  4.08 of the Indenture, state the amount you elect to have purchased:  $_______________.  Date:  ___________________ Your signature:  ___________________________  (Sign exactly as your name appears on the Note)    Tax Identification No.:  ________________________________________    SIGNATURE GUARANTEE    ________________________________________  Signatures must be guaranteed by an “eligible  guarantor institution” meeting the requirements of  the Note Registrar, which requirements include  membership or participation in the Security  Transfer Agent Medallion Program (“STAMP”) or  such other “signature guarantee program” as may  be determined by the Note Registrar in addition to,  or in substitution for, STAMP, all in accordance  with the Securities Exchange Act of 1934, as  amended.  





 






  Ex. B-1      US-DOCS\127593076.31203368.1  EXHIBIT 3  to Rule 144A / Regulation S Appendix    FORM OF NON-U.S. BENEFICIAL OWNERSHIP  CERTIFICATION BY EUROCLEAR OR CLEARSTREAM  [Date]  U.S. Bank National Association  633 West Fifth Street, 24th Floor  Los Angeles, CA 90071  Fax: (213) 615-6197    Re: 3.875% Senior Notes due 2032 (the “Notes”) of Molina Healthcare, Inc. (the “Company”)  Reference is hereby made to the Indenture, dated as of November 16, 2021 (as amended and  supplemented from time to time, the “Indenture”), between the Company and U.S. Bank National  Association, as Trustee.  Capitalized terms used but not defined herein shall have the meanings given  them in the Indenture.  This is to certify with respect to $______________ principal amount of the Notes that, except as  set forth below, we have received in writing, by tested telex or by electronic transmission, from member  organizations appearing in our records as persons being entitled to a portion of such principal amount (our  “Member Organizations”) certifications with respect to such portion, that such portion is beneficially  owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the portion beneficially owned by  such U.S. person(s) in transactions that did not require registration under the Securities Act of 1933, as  amended (the “Act”).  As used in this paragraph the term “U.S. person” has the meaning given to it by  Regulation S under the Act.  We further certify:   (i)  that we are not making available herewith for exchange (or, if relevant, exercise  of any rights or collection of any interest) any portion of the Regulation S Global Note excepted  in such certifications; and  (ii)  that as of the date hereof we have not received any notification from any of our  Member Organizations to the effect that the statements made by such Member Organizations with  respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any  rights or collection of any interest) are no longer true and cannot be relied upon as the date  hereof.  We understand that this certification is required in connection with certain securities laws of the  United States.  In connection therewith, if administrative or legal proceedings are commenced or  threatened in connection with which this certification is or would be relevant, we irrevocably authorize  you or the Company to produce this certification to any interested party in such proceedings.  





 






    Ex. B-2      US-DOCS\127593076.31203368.1  Dated:  ____________, 20__  Yours faithfully,    [Euroclear or Clearstream Luxembourg]  By:    





 






    Ex. A      US-DOCS\127593076.31203368.1  EXHIBIT A    FORM OF NOTATION OF GUARANTEE  For value received, each Guarantor (which term includes any successor Person under the Indenture),  jointly and severally, unconditionally guarantees, to the extent set forth in, and subject to the provisions  of, the Indenture, dated as of November 16, 2021 (the “Indenture”), between Molina Healthcare, Inc., as  issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and  punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by  acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and  premium, if any, and, to the extent permitted by law, interest and the due and punctual performance of all  other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the  Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such  other obligations, that the same will be promptly paid in full when due or performed in accordance with  the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  The  obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary  Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby  made to the Indenture for the precise terms of the Guarantee.  This Subsidiary Guarantee is subject to  release as and to the extent set forth in Sections 8.02, 8.03 and 10.05 of the Indenture.  Each Holder of a  Note, by accepting the same agrees to and shall be bound by such provisions.  Capitalized terms used  herein and not defined are used herein as so defined in the Indenture.    [Signature Page Follows]   





 






    Ex. A      US-DOCS\127593076.31203368.1  [Name of Guarantor]    By:  ______________________  Name:  Title: