Exhibit 4.1


 





EXECUTION VERSION


 


PISCES MIDCO, INC.


as Issuer


 


and


 


the Subsidiary Guarantors from time to time
party hereto


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee


 


_______


 


INDENTURE


 


DATED AS OF APRIL 12, 2018


 


_______


 


PROVIDING FOR ISSUANCE OF NOTES IN SERIES


 




     

     


    

 


TABLE OF CONTENTS


 


	
        

         
	 	Page
	ARTICLE I
	 
	DEFINITIONS AND OTHER PROVISIONS
	OF GENERAL APPLICATION
	 	 	 
	Section 101.	Definitions	1
	Section 102.	Other Definitions	56
	Section 103.	Rules of Construction	57
	Section 104.	[Reserved]	58
	Section 105.	[Reserved]	58
	Section 106.	Compliance Certificates and Opinions	58
	Section 107.	Form of Documents Delivered to Trustee	59
	Section 108.	Acts of Noteholders; Record Dates	59
	Section 109.	Notices, Etc., to Trustee and Company	62
	Section 110.	Notices to Holders; Waiver	62
	Section 111.	Effect of Headings and Table of Contents	63
	Section 112.	Successors and Assigns	63
	Section 113.	Separability Clause	63
	Section 114.	Benefits of Indenture	63
	Section 115.	GOVERNING LAW	63
	Section 116.	Legal Holidays	64
	Section 117.	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders	64
	Section 118.	Exhibits and Schedules	64
	Section 119.	Counterparts	64
	Section 120.	Force Majeure	64
	Section 121.	Limited Condition Transaction	64
	 	 	 
	ARTICLE II
	 
	NOTE FORMS
	 	 	 
	Section 201.	Forms Generally	66
	Section 202.	Form of Trustee’s Certificate of Authentication	67
	Section 203.	Restrictive and Global Note Legends	68
	 	 	 
	ARTICLE III
	 
	THE NOTES
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	71


 




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	Section 302.	Denominations	72
	Section 303.	Execution, Authentication and Delivery and Dating	72
	Section 304.	Temporary Notes	73
	Section 305.	Note Registrar and Paying Agent	73
	Section 306.	Mutilated, Destroyed, Lost and Stolen Notes	74
	Section 307.	Payment of Interest Rights Preserved	75
	Section 308.	Persons Deemed Owners	76
	Section 309.	Cancellation	76
	Section 310.	Computation of Interest	77
	Section 311.	CUSIP Numbers, ISINs, Etc.	77
	Section 312.	Book-Entry Provisions for Global Notes	77
	Section 313.	Special Transfer Provisions	79
	 	 	 
	ARTICLE IV
	 
	COVENANTS
	 
	Section 401.	Payment of Principal, Premium and Interest	82
	Section 402.	Maintenance of Office or Agency	82
	Section 403.	Money for Payments to Be Held in Trust	82
	Section 404.	[Reserved]	84
	Section 405.	SEC Reports	84
	Section 406.	Statement as to Default	87
	Section 407.	Limitation on Indebtedness	87
	Section 408.	[Reserved]	93
	Section 409.	Limitation on Restricted Payments	93
	Section 410.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	99
	Section 411.	Limitation on Sales of Assets and Subsidiary Stock	101
	Section 412.	Limitation on Transactions with Affiliates	106
	Section 413.	Limitation on Liens	108
	Section 414.	Future Subsidiary Guarantors	108
	Section 415.	Purchase of Notes Upon a Change of Control	109
	Section 416.	Suspension of Covenants on Achievement of Investment Grade Rating	110
	 	 	 
	ARTICLE V
	 
	SUCCESSORS
	 	 	 
	Section 501.	When the Company May Merge, Etc	111
	Section 502.	Successor Company Substituted	113


 




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	ARTICLE VI
	 
	REMEDIES
	 	 	 
	Section 601.	Events of Default	113
	Section 602.	Acceleration of Maturity; Rescission and Annulment	116
	Section 603.	Other Remedies; Collection Suit by Trustee	116
	Section 604.	Trustee May File Proofs of Claim	116
	Section 605.	Trustee May Enforce Claims Without Possession of Notes	117
	Section 606.	Application of Money Collected	117
	Section 607.	Limitation on Suits	117
	Section 608.	[Reserved]	118
	Section 609.	Restoration of Rights and Remedies	118
	Section 610.	Rights and Remedies Cumulative	118
	Section 611.	Delay or Omission Not Waiver	118
	Section 612.	Control by Holders	118
	Section 613.	Waiver of Past Defaults	119
	Section 614.	Undertaking for Costs	119
	Section 615.	Waiver of Stay, Extension or Usury Laws	120
	 	 	 
	ARTICLE VII
	 
	THE TRUSTEE
	 	 	 
	Section 701.	Certain Duties and Responsibilities	120
	Section 702.	Notice of Defaults	121
	Section 703.	Certain Rights of Trustee	121
	Section 704.	Not Responsible for Recitals or Issuance of Notes	122
	Section 705.	May Hold Notes	122
	Section 706.	Money Held in Trust	122
	Section 707.	Compensation and Reimbursement	123
	Section 708.	Conflicting Interests	123
	Section 709.	Corporate Trustee Required; Eligibility	123
	Section 710.	Resignation and Removal; Appointment of Successor	124
	Section 711.	Acceptance of Appointment by Successor	125
	Section 712.	Merger, Conversion, Consolidation or Succession to Business	125
	Section 713.	Preferential Collection of Claims Against the Company	125
	Section 714.	Appointment of Authenticating Agent	126
	 	 	 
	ARTICLE VIII
	 
	HOLDERS’ LISTS AND REPORTS BY
	TRUSTEE AND THE COMPANY
	 	 	 
	Section 801.	The Company to Furnish Trustee Names and Addresses of Holders	126


 




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	Section 802.	Preservation of Information; Communications to Holders	126
	Section 803.	Reports by Trustee	127
	 	 	 
	ARTICLE IX
	 
	AMENDMENT, SUPPLEMENT OR WAIVER
	 	 	 
	Section 901.	Without Consent of Holders	127
	Section 902.	With Consent of Holders	128
	Section 903.	Execution of Amendments, Supplements or Waivers	129
	Section 904.	Revocation and Effect of Consents	130
	Section 905.	[Reserved]	130
	Section 906.	Notation on or Exchange of Notes	130
	 	 	 
	ARTICLE X
	 
	REDEMPTION OF NOTES
	 	 	 
	Section 1001.	Applicability of Article	131
	Section 1002.	[Reserved]	131
	Section 1003.	Election to Redeem; Notice to Trustee	131
	Section 1004.	Selection by Trustee of Notes to Be Redeemed	131
	Section 1005.	Notice of Redemption	132
	Section 1006.	Deposit of Redemption Price	133
	Section 1007.	Notes Payable on Redemption Date	133
	Section 1008.	Notes Redeemed in Part	133
	 	 	 
	ARTICLE XI
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 1101.	Satisfaction and Discharge of Indenture	134
	Section 1102.	Satisfaction and Discharge of Notes of a Series	135
	Section 1103.	Application of Trust Money	137
	 	 	 
	ARTICLE XII
	 
	DEFEASANCE OR COVENANT DEFEASANCE
	 	 	 
	Section 1201.	The Company’s Option to Effect Defeasance or Covenant Defeasance	137
	Section 1202.	Defeasance and Discharge	137
	Section 1203.	Covenant Defeasance	138
	Section 1204.	Conditions to Defeasance or Covenant Defeasance	138
	Section 1205.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	139


 




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	Section 1206.	Reinstatement	140
	Section 1207.	Repayments to the Company	140
	 	 	 
	ARTICLE XIII
	 
	SUBSIDIARY GUARANTEES
	 
	Section 1301.	Guarantees Generally	141
	Section 1302.	Continuing Guarantees	143
	Section 1303.	Release of Subsidiary Guarantees	143
	Section 1304.	[Reserved]	144
	Section 1305.	Waiver of Subrogation	144
	Section 1306.	Notation Not Required	144
	Section 1307.	Successors and Assigns of Subsidiary Guarantors	144
	Section 1308.	Execution and Delivery of Subsidiary Guarantees	145
	Section 1309.	Notices	145


 


	Exhibit A	Form of Initial Note
	Exhibit B	[Reserved]
	Exhibit C	Form of Certificate of Beneficial Ownership
	Exhibit D	Form of Regulation S Certificate
	Exhibit E	Form of Supplemental Indenture in Respect of Subsidiary Guarantees
	Exhibit F	Form of Certificate from Acquiring Institutional Accredited Investors
	Exhibit G	Form of Supplemental Indenture Establishing a Series of Notes


 




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INDENTURE, dated as of April 12, 2018 (as
amended, supplemented or otherwise modified from time to time, this “Indenture”), among Pisces Midco, Inc.,
a corporation organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time party hereto
and Wilmington Trust, National Association, a national banking association, as Trustee.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of the Notes.


 


All things necessary to make this Indenture
a valid agreement of the Company in accordance with the terms of the Initial Notes and this Indenture have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as follows:


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.Definitions.


 


“Acquired Indebtedness”
means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with,
or in contemplation of, such Person becoming a Subsidiary or such acquisition of assets. Acquired Indebtedness shall be deemed
to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Additional Assets” means
(i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any
property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or
otherwise useful in a Related Business, and any capital expenditures in respect of any property or assets already so used; (iii) the
Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at
such time is a Restricted Subsidiary acquired from a third party.


 






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“Additional Notes” means
any notes issued under this Indenture in addition to the Initial Notes (other than any Notes issued pursuant to Section 304,
305, 306, 312(d), 312(e) or 1008).


 


“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 the purposes of this definition, “control” when used with respect to any Person means
the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 


“Asset Disposition” means
any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by any applicable law), property or other assets
(each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted
Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction) other than (i) a
disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business (including
in connection with any factoring agreement or similar arrangements), (iii) a disposition of Cash Equivalents, Investment
Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary
or commercially reasonable terms, as determined by the Company in good faith, which determination shall be conclusive) of accounts
receivable or notes receivable which have arisen in the ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed
by Article V, (vii) any Financing Disposition, (viii) any “fee in lieu” or other disposition
of assets to any Governmental Authority that continue in use by the Company or any Restricted Subsidiary, so long as the Company
or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any
exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any
exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with
respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including, without limitation,
any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation,
eminent domain or similar action with respect to any property or other assets, or exercise of termination rights under any lease,
license, concession or other agreement, or necessary or advisable (as determined by the Company in good faith, which determination
shall be conclusive) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements
under any joint venture or similar agreement or arrangement, or of non-core assets acquired in connection with any acquisition
of any Person, business or assets or any Investment, (xii) any disposition of Capital Stock, Indebtedness or other
securities of an Unrestricted Subsidiary, (xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant
to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted
Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in
connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more
than 5.0% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of Directors, (xv) any
disposition or series of related dispositions for aggregate consideration not to exceed the greater of $50.0 million and 13.50%
of Four Quarter Consolidated EBITDA (as of the date on which a binding commitment for such disposition was entered into), (xvi) any
Exempt Sale and Leaseback Transaction, (xvii) the abandonment or other disposition of patents, trademarks or other
intellectual property that are, in the good faith determination of the Company, which determination shall be conclusive, no longer
economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole,
(xviii) any license, sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual
property, (xix) the creation or granting of any Lien permitted under this Indenture, (xx) any sale of property
or assets, if the acquisition of such property or assets was financed with Excluded Contributions or (xxi) any exchange
of assets (including a combination of assets and Cash Equivalents, Investment Grade Securities and Temporary Cash Investments)
for assets used or useful in a Related Business (or Capital Stock of a Person that will be a Restricted Subsidiary following such
transaction) of comparable or greater fair market value (as determined by the Company in good faith, which determination shall
be conclusive).


 






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“Atlas Acquisition” means,
collectively, (1) the Atlas Canadian Purchase and (2) the Atlas Merger.


 


“Atlas Acquisition Agreement”
means the Agreement and Plan of Merger, dated as of January 31, 2018, by and among Topco, Atlas Merger Sub, Atrium Corporation
and, solely with respect to Section 2.7(c) thereof and in its capacity as representative of the Equityholders (as defined in the
Atlas Acquisition Agreement) pursuant to Section 8.10 thereof, Atrium Intermediate Holdings, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with this Indenture.


 


“Atlas Canadian Purchase”
means the purchase on the Issue Date by (at the Company’s option) the Company or one or more existing or newly formed Subsidiaries
of the Company, in accordance with the Atlas Acquisition Agreement, from Atrium W&D of all of the outstanding equity interests
of (1) North Star Manufacturing (London) Ltd., an Ontario corporation, and any successor in interest thereto, and (2)
Brock Doors & Windows Ltd., an Ontario corporation, and any successor in interest thereto.


 


“Atlas Contribution” means,
collectively, (1) the contribution of the equity interests in Atrium Corporation from Topco to Holdings following the Atlas
Merger and (2) the contribution of the equity interests in Atrium Corporation from Holdings to the Company following
the contribution described in the preceding clause (1) of this definition.


 


“Atlas Merger” means on
the Business Day immediately following the Issue Date, in accordance with the Atlas Acquisition Agreement, the merger of Atlas
Merger Sub with and into Atrium Corporation, with Atrium Corporation being the survivor of such merger.





 






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“Atlas Merger Sub” means
CD&R Atlas Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Atrium Business” means
Atrium Corporation and each of its Subsidiaries.


 


“Atrium Corporation” means
Atrium Corporation, a Delaware corporation, and any successor in interest thereto.


 


“Atrium Intermediate Holdings”
means Atrium Intermediate Holdings, LLC, a Delaware limited liability company, and any successor in interest thereto.


 


“Atrium W&D” means
Atrium Windows and Doors, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 714 to act on behalf of the Trustee to authenticate
Notes of one or more series.


 


“Bank Products Agreement”
means any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury
services, (b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable
or other similar services (including, without limitation, the processing of payments and other administrative services with respect
thereto), (c) cash management or related services (including, without limitation, controlled disbursements, automated
clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information
reporting, wire transfer and interstate depository network services) and (d) other banking, financial or treasury products
or services as may be requested by the Company or any Restricted Subsidiary (other than letters of credit and other than loans
and advances except indebtedness arising from services described in clauses (a) through (c) of this definition), including,
for the avoidance of doubt, bank guarantees.


 


“Bank Products Obligations”
of any Person means the obligations of such Person pursuant to any Bank Products Agreement.


 


“Board of Directors” means,
for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of
directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of
such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing
body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Company.


 


“Borrowing Base” means
the sum of (1) 90.0% of the book value of Inventory of the Company and its Restricted Subsidiaries, (2) 90.0% of
the book value of Receivables of the Company and its Restricted Subsidiaries, (3) 85.0% of the book value (or, if higher,
appraised value) of Real Property of the Company and its Restricted Subsidiaries and (4) cash, Cash Equivalents and Temporary
Cash Investments of the Company and its Restricted Subsidiaries (in each case, determined as of the end of the most recently ended
Fiscal Month of the Company for which internal consolidated financial statements of the Company (or, any Parent whose financial
statements satisfy the Company’s reporting obligations under Section 405) are available, and, in the case of any determination
relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described
above acquired since the end of such Fiscal Month and (y) any property or assets of a type described above being acquired
in connection therewith).


 






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“Business Day” means a
day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close
in New York City (or any other city in which a Paying Agent maintains its office).


 


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


 


“Captive Insurance Subsidiary”
means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary thereof).


 


“Cash Equivalents” means
any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States
of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of
any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any bank or
other institutional lender under any Senior Credit Facility or any affiliate thereof or (ii) any commercial bank having
capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof as of the date of such investment)
and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another
nationally recognized rating agency), (d) repurchase obligations with a term of not more than ten days for underlying
securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications
specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term
obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s
(or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments
in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment
Company Act of 1940, as amended, (g) investment funds investing at least 90.0% of their assets in cash equivalents
of the types described in clauses (a) through (f) above (which funds may also hold cash pending investment and/or distribution),
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors,
and (i) solely with respect to any Captive Insurance Subsidiary, any investment that any such Person is permitted to
make in accordance with applicable law.


 






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“CD&R” means Clayton,
Dubilier & Rice, LLC, a Delaware limited liability company, and any successor in interest thereto, and any successor to its
investment management business.


 


“CD&R Expense Reimbursement Agreement”
means the Expense Reimbursement Agreement, dated as of the Issue Date, by and among Topco, Atrium W&D, Ply Gem Industries and
CD&R, pursuant to which CD&R shall be entitled to expense reimbursement from Topco, Atrium W&D and Ply Gem Industries
for certain consulting services, as the same may be amended, supplemented, waived or otherwise modified from time to time so long
as such amendment, supplement, waiver or modification complies with this Indenture (including Section 412 (for the
avoidance of doubt, other than by reason of Section 412(b)(vii))).


 


“CD&R Fund X” means
Clayton, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto.


 


“CD&R Indemnification Agreement”
means the Indemnification Agreement, dated as of the Issue Date, by and among Topco, Atrium W&D, Ply Gem Industries, certain
CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived or otherwise modified
from time to time.


 


“CD&R Investors” means,
collectively, (i) CD&R Fund X, (ii) Clayton, Dubilier & Rice Fund X-A, L.P., a Cayman Islands
exempted limited partnership, and any successor in interest thereto, (iii) CD&R Advisor Fund X, L.P., a Cayman
Islands exempted limited partnership, and any successor in interest thereto, (iv) CD&R Associates X, L.P., a Cayman
Islands exempted limited partnership, and any successor in interest thereto, (v) CD&R Investment Associates X,
Ltd., a Cayman Islands exempted company, and any successor in interest thereto, (vi) CD&R Pisces Holdings, L.P.,
a Cayman Islands exempted limited partnership, and any successor in interest thereto and (vii) any Affiliate of any CD&R
Investor identified in clauses (i) through (vi) of this definition.


 


“Change of Control”
means:


 


(i)       any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the Issue Date),
other than one or more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, as in effect on the Issue Date), directly or indirectly, of more than 50.0% of the total voting
power of the Voting Stock of the Company; provided that (x) so long as the Company is a Subsidiary of any Parent,
no “person” shall be deemed to be or become a “beneficial owner” of more than 50.0% of the total voting
power of the Voting Stock of the Company unless such “person” shall be or become a “beneficial owner” of
more than 50.0% of the total voting power of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another
Parent) and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any
case be included in any Voting Stock of which any such “person” is the “beneficial owner”; or


 






    	 	6	 



     


    

 


(ii)       the
Company sells or transfers, in one or a series of related transactions, all or substantially all of the assets of the Company and
its Restricted Subsidiaries to, another Person (other than one or more Permitted Holders) and any “person” (as defined
in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner”
(as so defined), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the transferee Person
in such sale or transfer of assets, as the case may be; provided that (x) so long as such transferee Person
is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of
more than 50.0% of the total voting power of the Voting Stock of such transferee Person unless such “person” shall
be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such parent Person
(other than a parent Person that is a Subsidiary of another parent Person) and (y) any Voting Stock of which any Permitted
Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person”
is the beneficial owner.


 


For the purpose of this definition, so long
as at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition
is met, the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the assets of the
Company and its Restricted Subsidiaries, and any sale or transfer of all or any part of the Minority Business Assets (whether directly
or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any Person holding
such assets, or by merger or consolidation or any combination thereof, and whether in one or more transactions, or otherwise, including
any Minority Business Offering or any Minority Business Disposition) shall not be deemed at any time to constitute a sale or transfer
of all or substantially all of the assets of the Company and its Restricted Subsidiaries. Notwithstanding anything to the contrary
in the foregoing, the Transactions shall not constitute or give rise to a “Change of Control.”


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities clearing agency.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Commodities
Agreement” means, in respect of a Person, any commodity futures contract, forward contract, option or similar agreement
or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Company”
means Pisces Midco, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Company Request”
and “Company Order” mean, respectively, a written request, order or consent signed in the name of the Company
by an Officer of the Company.


 






    	 	7	 



     


    

 


“Consolidated Coverage Ratio”
as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of
the most recent four consecutive Fiscal Quarters of the Company ending prior to the date of such determination for which consolidated
financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations
under Section 405) are available to (ii) Consolidated Interest Expense for such four Fiscal Quarters (in each
of the foregoing clauses (i) and (ii), determined for any fiscal quarter (or portion thereof) ending prior to the Issue Date,
on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period);
provided that


 


(1)       if,
since the beginning of such period, the Company or any Restricted Subsidiary has Incurred any Indebtedness or the Company has issued
any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness by the Company or any Restricted Subsidiary
or an issuance of Designated Preferred Stock of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Indebtedness or Designated Preferred Stock as if such Indebtedness
or Designated Preferred Stock had been Incurred or issued, as applicable, on the first day of such period (except that in making
such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall
be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter
period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal
quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date
of such calculation; provided that, in the case of both of clauses (A) and (B), the Initial Revolving Commitments (as defined
in the Senior Cash Flow Agreement) as of the Issue Date and the Senior ABL Facility as of the Issue Date shall be treated as if
they were in place for any fiscal quarter (or portion thereof) ending prior to the Issue Date, and the daily balance of Indebtedness
thereunder for any date prior to the Issue Date shall be deemed to be $0),


 


(2)       if,
since the beginning of such period, the Company or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged any Indebtedness or any Designated Preferred Stock of the Company, that is no longer outstanding
on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a
Discharge of Designated Preferred Stock of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to such Discharge of Indebtedness or Designated Preferred Stock, including
with the proceeds of such new Indebtedness or such new Designated Preferred Stock of the Company, as if such Discharge had occurred
on the first day of such period,


 






    	 	8	 



     


    

 


(3)       if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have disposed of any company, any business or
any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with a
transaction causing a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any
such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary that are the
subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto
for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated
Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased
or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted Subsidiaries in connection
with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus
(B) if the Capital Stock of any Restricted Subsidiary is disposed of in such Sale or any Restricted Subsidiary is designated
as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted
Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after
such Sale,


 


(4)       if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business
or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in
connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted
Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related
Indebtedness) as if such Purchase occurred on the first day of such period,


 


(5)       if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made
any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company
or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such
period, and


 


(6)       Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated as if any Coverage Ratio Tested Committed Amount,
Acquisition Coverage Ratio Tested Committed Amount, Acquisition Leverage Ratio Tested Committed Amount, Debt Secured Leverage Ratio
Tested Committed Amount or Liens Secured Leverage Ratio Tested Committed Amount existing at the time of determination were fully
drawn;


 






    	 	9	 



     


    

 


provided that (in the event that the Company shall classify
Indebtedness Incurred on the date of determination as Incurred in part under Section 407(a) and in part under Section
407(b), as provided in Section 407(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not
give effect to any such Incurrence of Indebtedness on the date of determination pursuant to Section 407(b) (other than,
if the Company at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant
to Section 407(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date
of determination in part pursuant to Section 407(b)(xi), Section 407(b)(xi)) or to any Discharge of Indebtedness
from the proceeds of any such Incurrence pursuant to Section 407(b) (other than Section 407(b)(xi), if the Incurrence
of Indebtedness pursuant to Section 407(b)(xi) is being given effect to in the calculation of the Consolidated Coverage
Ratio).


 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto
and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred, Designated Preferred Stock issued, or
Indebtedness or Designated Preferred Stock Discharged in connection therewith, the pro forma calculations in respect thereof (including,
without limitation, in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction)
shall be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company, which determination
shall be conclusive; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction,
the related actions are expected by the Company to be taken no later than 18 months after the date of determination. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any
Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted
Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating
rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying
such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma
effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the
average daily balance of such Indebtedness during the applicable period; provided that, in the case of the Initial Revolving
Commitments (as defined in the Senior Cash Flow Agreement) as of the Issue Date and the Senior ABL Facility as of the Issue Date,
each such facility shall be treated as if it were in place for any fiscal quarter (or portion thereof) ending prior to the Issue
Date, and the daily balance of Indebtedness thereunder for any date prior to the Issue Date shall be deemed to be $0. Interest
on a Financing Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial
or accounting officer of the Company (which determination shall be conclusive) to be the rate of interest implicit in such Financing
Lease Obligation in accordance with GAAP.


 






    	 	10	 



     


    

 


“Consolidated EBITDA” means,
for any period, the Consolidated Net Income for such period, plus (x) the following to the extent deducted in calculating
such Consolidated Net Income, without duplication: (i) the provision for all taxes (whether or not paid, estimated
or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated Interest
Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than
Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest
Expense, costs of surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization
(including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (v) any
non-cash charges or non-cash losses, (vi) any expenses or charges related to any Equity Offering, Investment or Indebtedness
permitted by this Indenture (whether or not consummated or Incurred, and including any offering or sale of Capital Stock of a Parent
to the extent the proceeds thereof were contributed, or if not consummated, were intended to be contributed to the equity capital
of the Company or any of its Restricted Subsidiaries), (vii) the amount of any loss attributable to non-controlling
interests, (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment
of Indebtedness or Hedging Obligations or other derivative instruments, (ix) any management, monitoring, consulting
and advisory fees and related expenses paid to CD&R, Golden Gate or Kenner or any of their respective Affiliates, (x) interest
and investment income, (xi) the amount of loss on any Financing Disposition, (xii) any costs or expenses pursuant
to any management or employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program
or arrangement, or any equity subscription or equityholder agreement, (xiii) the amount of any pre-opening losses attributable
to any newly opened location within 12 months of the opening of such location, (xiv) net out-of-pocket costs and expenses
related to the acquiring of inventory of a prior supplier of a company in connection with becoming a provider to such company,
(xv) any expenses incurred in connection with any plant shutdown and (xvi) the amount of any payments made pursuant
to the Ply Gem Tax Receivable Agreement, plus (y) the amount of net cost savings projected by the Company in good faith
to be realized as the result of actions taken or to be taken on or prior to the Issue Date or within 18 months of the Issue Date
in connection with the Transactions, or within 18 months of the initiation or consummation of any operational change, or within
18 months of the consummation of any applicable acquisition or cessation of operations (in each case, calculated on a pro forma
basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized
during such period from such actions; provided that (other than with respect to cost savings attributable to the Transactions
and reflected in any of (i) CD&R’s financial model, dated as of January 24, 2018, (ii) the Quality of Earnings
report of PricewaterhouseCoopers LLP related to the Atlas Acquisition, dated as of January 22, 2018, (iii) the Quality of
Earnings report of PricewaterhouseCoopers LLP related to the Pisces Merger and combination with the Atrium Business, dated as of
January 23, 2018, (iv) the Alvarez & Marsal Update materials related to the 2x20 Cost Reduction Initiative for the Ply
Gem Business, dated as of January 25, 2018, or (v) the Offering Memorandum) the aggregate amount of other cost savings added
pursuant to this clause (y) shall not exceed 25.0% of Consolidated EBITDA for any period of four consecutive Fiscal Quarters (calculated
after giving effect to any adjustment pursuant to this clause (y)) (which adjustments may be incremental to pro forma adjustments
made pursuant to the proviso to the definition of “Consolidated Coverage Ratio” or “Four Quarter Consolidated
EBITDA”), plus (z) without duplication of any item in the preceding clause (x) or (y), additions of the type reflected
in any of (i) CD&R’s financial model, dated as of January 24, 2018, (ii) the Quality of Earnings report
of PricewaterhouseCoopers LLP related to the Atlas Acquisition, dated as of January 22, 2018, (iii) the Quality of Earnings
report of PricewaterhouseCoopers LLP related to the Pisces Merger and combination with the Atrium Business, dated as of January
23, 2018, or (iv) the Alvarez & Marsal Update materials related to the 2x20 Cost Reduction Initiative for the Ply Gem
Business, dated as of January 25, 2018.


 






    	 	11	 



     


    

 


“Consolidated Interest Expense”
means, for any period, (i) the total interest expense of the Company and its Restricted Subsidiaries to the extent
deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including
without limitation, any such interest expense consisting of (A) interest expense attributable to Financing Lease Obligations
(excluding, for the avoidance of doubt, any lease, rental or other expense in connection with a lease that is not a Financing Lease
Obligation), (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person
that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the extent that such interest is actually paid
by the Company or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of
any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified
Stock of the Company held by Persons other than the Company or a Restricted Subsidiary, or in respect of Designated Preferred Stock
of the Company pursuant to Section 409(b)(xi)(A), minus (iii) to the extent otherwise included in such
interest expense referred to in clause (i) above, amortization or write-off of financing costs, Special Purpose Financing
Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness
in conjunction with recapitalization or purchase accounting, any “additional interest” in respect of registration rights
arrangements for any securities, and any expensing of bridge, commitment or other financing fees, in each case under clauses (i)
through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense
shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with
respect to Interest Rate Agreements.


 


“Consolidated Net Income”
means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries, determined on a Consolidated basis
in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication,
there shall not be included in such Consolidated Net Income:


 


(i)       any
net income (loss) of any Person if such Person is not the Company or a Restricted Subsidiary, except that the Company’s or
any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended or
distributed or that (as determined by the Company in good faith, which determination shall be conclusive) could have been dividended
or distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii)
below),


 






    	 	12	 



     


    

 


(ii)       solely
for purposes of determining the amount available for Restricted Payments under Section 409(a)(3)(A), any net income (loss)
of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly,
to the Company by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment,
decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than
(x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Notes or
this Indenture and (z) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary and other restrictions
with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Noteholders than such
restrictions in effect on the Issue Date as determined by the Company in good faith, which determination shall be conclusive),
except that the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that (as determined by the
Company in good faith, which determination shall be conclusive) could have been made by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another
Restricted Subsidiary, to the limitation contained in this clause (ii)),


 


(iii)       (x) any
gain or loss realized upon the sale, abandonment or other disposition of any asset of the Company or any Restricted Subsidiary
(including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course
of business (as determined by the Company in good faith, which determination shall be conclusive) and (y) any gain
or loss realized upon the disposal, abandonment or discontinuation of operations of the Company or any Restricted Subsidiary,


 


(iv)       any
extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization thereof)
associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation,
consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses,
any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement
employee benefit plans,


 






    	 	13	 



     


    

 


(v)       the
cumulative effect of a change in accounting principles,


 


(vi)       all
deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations
or other derivative instruments,


 


(vii)       any
unrealized gains or losses in respect of Hedge Agreements,


 


(viii)       any
unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated
in a currency other than the functional currency of such Person,


 


(ix)       any
non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity
based awards,


 


(x)       to
the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses,
including in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any
Restricted Subsidiary,


 


(xi)       any
non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including
the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets
to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation
allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard
under GAAP,


 


(xii)       any
impairment charge or asset write-off, including any charge or write-off related to intangible assets, long-lived assets or investments
in debt and equity securities, and any amortization of intangibles,


 


(xiii)       expenses
related to the conversion of various employee benefit programs in connection with the Transactions, and non-cash compensation related
expenses,


 


(xiv)       any
fees and expenses (or amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition,
issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or
instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated
prior to the Issue Date),


 


(xv)       to
the extent covered by insurance and actually reimbursed (or the Company has determined that there exists reasonable evidence that
such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days
and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated
Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)), any expenses with respect
to liability or casualty events or business interruption,


 






    	 	14	 



     


    

 


(xvi)       any
expenses, charges and losses in the form of earn-out obligations and contingent consideration obligations (including to the extent
accounted for as performance and retention bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments,
in each case paid in connection with any acquisition, merger or consolidation or Investment, and


 


(xvii)       any
expenses or reserves for liabilities to the extent that the Company or any Restricted Subsidiary is entitled to indemnification
therefor under binding agreements and is actually reimbursed (or the Company has determined that there exists reasonable evidence
that such amount will be reimbursed by the indemnifying party and such amount is not denied by the applicable indemnifying party
in writing within 180 days and is reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation
of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365 day period)),


 


provided, further, that the exclusion of any item
pursuant to the foregoing clauses (i) through (xvii) shall also exclude the tax impact of any such item, if applicable.


 


Notwithstanding the foregoing, for the purpose
of Section 409(a)(3)(A) only, there shall be excluded from Consolidated Net Income, without duplication, any income
consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company
or a Restricted Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments
of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net
Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Company to increase
the amount of Restricted Payments permitted under Section 409(a)(3)(C) or Section 409(a)(3)(D) thereof.


 


In addition, Consolidated Net Income for any
period ending on or prior to the Issue Date shall be determined based upon the net income (loss) reflected in (i) the consolidated
financial statements of Ply Gem Holdings for such period and (ii) the consolidated financial statements of Atrium Corporation
for such period, with pro forma effect being given to the Transactions; and each Person that is a Restricted Subsidiary upon giving
effect to the Transactions shall be deemed to be a Restricted Subsidiary and the Transactions shall not constitute a sale or disposition
under clause (iii) above, for purposes of such determination.


 






    	 	15	 



     


    

 


“Consolidated Secured Indebtedness”
means, as of any date of determination, an amount equal to (i)  the sum of, without duplication, Consolidated Total
Indebtedness (without regard to clause (iii) of the definition thereof) as of such date that, in each case, is either (x) then
secured by Liens on property or assets of the Company or any of its Restricted Subsidiaries (other than (A) Indebtedness
secured by a Lien ranking pari passu or junior to or subordinated to any Liens securing the Notes and (B) property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) or (y) Incurred
(or, in the case of any Debt Secured Leverage Ratio Tested Committed Amount or any Liens Secured Leverage Ratio Tested Committed
Amount (or to the extent secured as described in clause (x) immediately above, any Coverage Ratio Tested Committed Amount, Acquisition
Coverage Ratio Tested Committed Amount or Acquisition Leverage Ratio Tested Committed Amount), established) pursuant to Section 407(b)(i)(II),
minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness under the Senior ABL
Facility and Indebtedness of a type referred to in, or Incurred pursuant to, Section 407(b)(ix) and (B) cash,
Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted Subsidiaries as of the end of the most recent
four consecutive Fiscal Quarters of the Company ending prior to the date of such determination for which consolidated financial
statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section
405) are available.


 


“Consolidated Secured Leverage Ratio”
means, as of any date of determination, the ratio of (i) Consolidated Secured Indebtedness as at such date (after giving
effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four Quarter Consolidated EBITDA as
of such date; provided that, (x) in the event that the Company shall classify Indebtedness Incurred on the date of
determination as Incurred in part pursuant to Section 407(b)(i)(II) and, that is secured by Liens on property or assets
of the Company and its Restricted Subsidiaries, in part pursuant to one or more other clauses or subclauses of Section 407(b)
and/or pursuant to Section 407(a) (other than Indebtedness secured pursuant to clause (s) of the “Permitted Liens”
definition), as provided in Section 407(c)(ii) and Section 407(c)(iii)), Consolidated Secured Indebtedness
shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated Secured Indebtedness from the
proceeds thereof) to the extent Incurred pursuant to any such other clause or subclause of such Section 407(b) and/or
pursuant to such Section 407(a) and (y) in the event that the Company shall classify Indebtedness Incurred on
the date of determination as secured in part pursuant to clause (s) of the “Permitted Liens” definition and in part
pursuant to one or more other clauses or subclauses of the definition of “Permitted Liens” (other than Indebtedness
Incurred pursuant to Section 407(b)(i)(II)), as provided in clause (x) of the final paragraph of such definition, any
calculation of the Consolidated Secured Leverage Ratio on such date of determination shall not include any such Indebtedness (and
shall not give effect to any Discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other
clause or subclause of such definition.


 






    	 	16	 



     


    

 


“Consolidated Total Indebtedness”
means, as of any date of determination, an amount equal to (i) the sum of, without duplication, the aggregate principal
amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries, any Debt Secured Leverage Ratio Tested Committed
Amount, Acquisition Leverage Ratio Tested Committed Amount, Coverage Ratio Tested Committed Amount and Acquisition Coverage Ratio
Tested Committed Amount, in each case, as of such date consisting of (or, in the case of any Debt Secured Leverage Ratio Tested
Committed Amount, Acquisition Leverage Ratio Tested Committed Amount, Coverage Ratio Tested Committed Amount and Acquisition Coverage
Ratio Tested Committed Amount, will consist of) (without duplication) Indebtedness for borrowed money (including Purchase Money
Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Financing Lease Obligations; debt obligations
evidenced by bonds, debentures, notes or similar instruments (but excluding surety bonds, performance bonds or other similar instruments);
Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined
on a Consolidated basis in accordance with GAAP (excluding (x) items eliminated in Consolidation, (y) Hedging Obligations
and (z) any outstanding Indebtedness under any revolving credit facility), plus (ii) the average daily balance of
Indebtedness of the Company and its Restricted Subsidiaries under any revolving credit facility for the most recent four consecutive
Fiscal Quarters of the Company ending prior to the date of determination for which consolidated financial statements of the Company
(or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are
available (provided that, for any date prior to the Issue Date, the daily balance of Indebtedness of the Company and its Restricted
Subsidiaries under revolving credit facilities shall be deemed to be $0), minus (iii) the sum of (A) the
amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Section 407(b)(ix)
and (B) cash, Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted Subsidiaries as of
the end of the most recent four consecutive Fiscal Quarters of the Company ending prior to the date of such determination for which
consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting
obligations under Section 405) are available. For purposes hereof, any earn-out or similar obligations shall not constitute
Consolidated Total Indebtedness until such obligation becomes a liability on the consolidated balance sheet of the Company in accordance
with GAAP and is not paid within 30 days after becoming due and payable.


 


“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (i) Consolidated Total Indebtedness as at such date (after giving
effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the Four Quarter Consolidated EBITDA as
of such date; provided that, for purposes of the foregoing calculation, in the event that the Company shall classify Indebtedness
Incurred on the date of determination as Incurred in part pursuant to Section 407(b)(xi) (other than by reason of subclause (2)
or (3) of the proviso to such Section 407(b)(xi)) and in part pursuant to one or more other clauses or subclauses of Section
407(b) and/or (unless the Company at its option has elected to disregard Indebtedness being Incurred on the date of determination
in part pursuant to subclause (2) or (3) of the proviso to Section 407(b)(xi) for purposes of calculating the Consolidated
Coverage Ratio for Incurring Indebtedness on the date of determination in part under Section 407(a)) pursuant to Section
407(a) (as provided in Section 407(c)(ii) and (iii)), Consolidated Total Indebtedness shall not include
any such Indebtedness Incurred pursuant to one or more such other clauses or subclauses of Section 407(b) and/or pursuant
to Section 407(a), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness
being disregarded for purposes of the calculation of the Consolidated Total Leverage Ratio on such date of determination that otherwise
would be included in Consolidated Total Indebtedness.


 






    	 	17	 



     


    

 


“Consolidation” means the
consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided
that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated”
has a correlative meaning. For purposes of this Indenture for periods ending on or prior to the Issue Date, references to the consolidated
financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations
under Section 405) shall be to (i) the consolidated financial statements of Ply Gem Holdings for such period
and (ii) the consolidated financial statements of Atrium Corporation for such period, with pro forma effect being given
to the Transactions (with Subsidiaries that comprise the Ply Gem Business or the Atrium Business that are Subsidiaries of the Company
after giving effect to the Transactions being deemed Subsidiaries of the Company), as the context may require.


 


“Contingent Obligation”
means, with respect to any Person, any obligation of such Person guaranteeing any obligation that does not constitute Indebtedness
(a “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for the purchase
or payment of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor or (3) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment
of such primary obligation against loss in respect thereof.


 


“Contribution Amounts”
means the aggregate amount of capital contributions applied by the Company to permit the Incurrence of Contribution Indebtedness
pursuant to Section 407(b)(xi).


 


“Contribution Indebtedness”
means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate
amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions
by the Company or any Restricted Subsidiary) made to the capital of the Company or such Restricted Subsidiary after the Issue Date
(whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is
Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution
Indebtedness pursuant to an Officer’s Certificate promptly following the date of Incurrence thereof.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be
administered, which office on the Issue Date is located at 246 Goose Lane, Suite 105, Guilford, Connecticut 06437.


 






    	 	18	 



     


    

 


“Credit Facilities” means
one or more of (i) the Senior Cash Flow Facility, (ii) the Senior ABL Facility and (iii)  any
other facilities or arrangements designated by the Company, in each case with one or more banks or other lenders or institutions
providing for revolving credit loans, term loans, receivables, inventory or real estate financings (including, without limitation,
through the sale of receivables, inventory, real estate and/or other assets to such institutions or to special purpose entities
formed to borrow from such institutions against such receivables, inventory, real estate and/or other assets or the creation of
any Liens in respect of such receivables, inventory, real estate and/or other assets in favor of such institutions), letters of
credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant
to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto
and any guarantee and collateral agreement, patent, trademark and copyright security agreement, mortgages or letter of credit applications
and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased, decreased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions
or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other
credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of
the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any
Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors
thereunder, (iii) increasing or decreasing the amount of Indebtedness Incurred thereunder or available to be borrowed
thereunder or (iv) otherwise altering the terms and conditions thereof.


 


“Credit Facility Indebtedness”
means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit
Facility, including, without limitation, principal, premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other
monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.


 


“Currency Agreement” means,
in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including
derivative agreements or arrangements), as to which such Person is a party or a beneficiary.


 


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


 


“Depositary” means The
Depository Trust Company, its nominees and successors.


 


“Designated Noncash Consideration”
means the non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition
that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of
such valuation.


 






    	 	19	 



     


    

 


“Designated Preferred Stock”
means Preferred Stock of the Company (other than Disqualified Stock) or any Parent that is issued after the Issue Date for cash
(other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate
of the Company; provided that the cash proceeds of such issuance shall be excluded from the calculation set forth in Section 409(a)(3)(B).


 


“Designated Senior Indebtedness”
means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of the Senior Credit Facilities
and (ii) any other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal
amount equal to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million
and is specifically designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as
“Designated Senior Indebtedness” for purposes of this Indenture.


 


“Discharge” is as defined
in clause (2) of the definition of “Consolidated Coverage Ratio.”


 


“Disinterested Directors”
means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more
members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such
Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason
of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of
such Capital Stock or by reason of such member receiving any compensation from the Company or Parent, as applicable, on whose Board
of Directors such member serves in respect of such member’s role as director.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following
the occurrence of a Change of Control or other similar event described under such terms as a “change of control” or
an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable
at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described
under such terms as a “change of control” or an Asset Disposition or other disposition), in whole or in part, in each
case on or prior to the final Stated Maturity of the Notes; provided that Capital Stock issued to any employee benefit plan,
or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it
may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations.


 


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


 






    	 	20	 



     


    

 


“Equity Contribution” means
the direct or indirect cash equity contributions to Topco by one or more CD&R Investors and any other investors arranged by
CD&R (the “Investors”) in connection with the Pisces Merger and the Atlas Acquisition.


 


“Equity Offering” means
a sale of Capital Stock (x) that is a sale of Capital Stock of the Company (other than Disqualified Stock or sales
to Restricted Subsidiaries of the Company) or (y) proceeds of which in an amount equal to or exceeding the Redemption
Amount are contributed to the equity capital of the Company or any of its Restricted Subsidiaries (other than proceeds from a sale
to Restricted Subsidiaries of Capital Stock of the Company).


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.


 


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


 


“Excluded Contribution”
means Net Cash Proceeds, or the Fair Market Value (as of the date of contribution, issuance or sale) of property or assets, received
by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted
Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company, in each case to the
extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Company and not previously included
in the calculation set forth in Section 409(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be
made.


 


“Exempt Sale and Leaseback Transaction”
means any Sale and Leaseback Transaction (a) in which the sale or transfer of property occurs within 180 days
of the acquisition of such property by the Company or any of its Subsidiaries or (b) that involves property with a
book value equal to the greater of $30.0 million and 8.00% of Four Quarter Consolidated EBITDA (as of the date on which a legally
binding commitment for such Sale and Leaseback Transaction was entered into) or less and is not part of a series of related Sale
and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person
or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction” means any arrangement with
any Person providing for the leasing by the Company or any of its Subsidiaries of real or personal property that has been or is
to be sold or transferred by the Company or any such Subsidiary to such Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary.


 


“Fair Market Value” means,
with respect to any asset or property, the fair market value of such asset or property as determined in good faith by senior management
of the Company or the Board of Directors, whose determination shall be conclusive.


 


“Financing Disposition”
means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets (a) by
the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each
case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor
on Indebtedness, which may be secured by a Lien in respect of such property or assets or (b) by the Company or any
Subsidiary thereof to or in favor of any Special Purpose Entity that is not a Special Purpose Subsidiary.


 






    	 	21	 



     


    

 


“Financing Lease” means
any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized and accounted
for as a financing lease (and not, for the avoidance of doubt, as an operating lease) on the balance sheet of such lessee for financial
reporting purposes in accordance with GAAP. The Stated Maturity of any Financing Lease Obligation shall be the date of the last
payment of rent or any other amount due under the related lease. Notwithstanding anything to the contrary contained in this definition
of “Financing Lease” or elsewhere in this Indenture, in the event of an accounting change requiring leases to be capitalized
on the balance sheet of the lessee that are not required to be so capitalized on the Issue Date, then at the Company’s option,
only those leases (assuming for purposes hereof that such leases were in existence on the Issue Date) that would constitute Financing
Leases in conformity with GAAP on the Issue Date shall be considered Financing Leases, and all calculations and deliverables under
this Indenture or the Notes shall be made or delivered, as applicable, in accordance herewith.


 


“Financing Lease Obligation”
means an obligation under any Financing Lease.


 


“Fiscal Month” means each
monthly accounting period of the Company calculated in accordance with the fiscal calendar of the Company.


 


“Fiscal Quarter” means
for any fiscal year, (x) for the first three Fiscal Quarters, each 13-week fiscal period commencing on the day immediately following
the last day of the previous Fiscal Quarter and ending on the Saturday of the last week of such Fiscal Quarter and (y) for the
fourth Fiscal Quarter, the fiscal period commencing on the day immediately following the last day of the previous Fiscal Quarter
and ending on December 31, or as otherwise designated by the Company.


 


“Fixed GAAP Date” means
the Issue Date; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to
change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date
for all periods beginning on and after the date specified in such notice.


 


“Fixed GAAP Terms” means
(a) the definitions of the terms “Borrowing Base”, “Consolidated Coverage Ratio”, “Consolidated
EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated Secured
Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Total Indebtedness”, “Consolidated
Total Leverage Ratio”, “Consolidation”, “Four Quarter Consolidated EBITDA”, “Inventory”
and “Receivable”, (b) all defined terms in this Indenture to the extent used in or relating to any of the
foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other
term or provision of this Indenture or the Notes that, at the Company’s election, may be specified by the Company by written
notice to the Trustee from time to time.


 






    	 	22	 



     


    

 


“Foreign Subsidiary” means
any Subsidiary of the Company (a) that is not organized under the laws of the United States of America or any state
thereof or the District of Columbia and any Subsidiary of such Foreign Subsidiary (including, for the avoidance of doubt, any Subsidiary
of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America)
or (b) that has no material assets other than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries
thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof), and/or other assets (including
cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities, indebtedness,
intellectual property or Subsidiaries.


 


“Four Quarter Consolidated EBITDA”
means, as of any date of determination, the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive
Fiscal Quarters of the Company ending prior to the date of such determination for which consolidated financial statements of the
Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405)
are available (determined for any fiscal quarter (or portion thereof) ending prior to the Issue Date, on a pro forma basis to give
effect to the Transactions as if they had occurred at the beginning of such four quarter period), provided that:


 


(1)       if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be
reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the company, business, group of assets or Subsidiary
that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable
thereto for such period;


 


(2)       if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the
first day of such period; and


 


(3)       if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or
Purchase occurred on the first day of such period.


 






    	 	23	 



     


    

 


For purposes of this definition, whenever
pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto,
the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies
relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or
another authorized Officer of the Company, which determination shall be conclusive.


 


“GAAP” means generally
accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP
Terms) and as in effect from time to time (for all other purposes under this Indenture), including those 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 approved by
a significant segment of the accounting profession, and subject to the following sentence. If at any time the SEC permits or requires
U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting
purposes, the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405)
may elect by written notice to the Trustee to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP
shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS
as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for
all other purposes under this Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition.
All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.


 


“GGC Expense Reimbursement Agreement”
means the Expense Reimbursement Agreement, to be dated as of the Business Day immediately following the Issue Date, by and among
Topco, Atrium W&D, Ply Gem Industries and Golden Gate, pursuant to which Golden Gate shall be entitled to expense reimbursement
from the Company, Atrium W&D and Ply Gem Industries for certain consulting services, as the same may be amended, supplemented,
waived or otherwise modified from time to time so long as such amendment, supplement, waiver or modification complies with this
Indenture (including Section 412 (for the avoidance of doubt, other than by reason of Section 412(b)(vii))).


 


“GGC Indemnification Agreement”
means the Indemnification Agreement, to be dated as of the Business Day immediately following the Issue Date, by and among Topco,
Atrium W&D, Ply Gem Industries, certain GGC Investors and Golden Gate and the other parties thereto, as the same may be amended,
supplemented, waived or otherwise modified from time to time.


 






    	 	24	 



     


    

 


“GGC Investors” means collectively,
(i) Atrium Intermediate Holdings, (ii) Atrium Window Holdings, LLC, a Delaware limited liability company,
and any successor in interest thereto, (iii) Atrium Window Parent, LLC, a Delaware limited liability company, and any
successor in interest thereto, (iv) GGC Atrium Window Holdings, LLC, a Delaware limited liability company, and any
successor in interest thereto, (v) GGC BP Holdings, LLC, a Delaware limited liability company, and any successor in
interest thereto, (vi) GGC Opportunity Fund, LP, and any successor in interest thereto, (vii) GGC Opportunity Fund-A,
LP, and any successor in interest thereto, (viii) GGCOF Executive Co-Invest, LP, and any successor in interest thereto,
(ix) GGCOF IRA Co-Invest, LP, and any successor in interest thereto, (x) GGCOF Co-Invest LP, and any successor
in interest thereto, (xi) GGC Finance Partnership, LP, and any successor in interest thereto, (xii) GGC Unlevered
Credit Opportunities, LLC, and any successor in interest thereto, (xiii) Golden Gate Capital Management, L.L.C., and any
successor in interest thereto, (xiv) Golden Gate Capital Management II, L.L.C., and any successor in interest thereto,
(xv) Golden Gate Private Equity, Inc., and any successor in interest thereto, (xvi) GGC Opportunity Fund
Management GP, Ltd., and any successor in interest thereto and (xvii) any Affiliate of any GGC Investor identified in clauses (i) through
(xvi) of this definition.


 


“Golden Gate” means Golden
Gate Private Equity, Inc. and any successor in interest thereto.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank).


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person;
provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary
course of business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor Subordinated Obligations”
means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue
Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.


 


“Guarantor Supplemental Indenture”
means a Supplemental Indenture, to be entered into substantially in the form attached hereto as Exhibit E.


 


“Hedge Agreements” means,
collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements.


 


“Hedging Obligations” of
any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 


“Holder” or “Noteholder”
means the Person in whose name a Note is registered in the Note Register.


 






    	 	25	 



     


    

 


“Holdings” means Pisces
Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“IFRS” means International
Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any
successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified
Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.


 


“Incur” means issue, assume,
enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred”
and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted
value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting
Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed not to be an Incurrence of Indebtedness.
Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness)
shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.


 


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


 


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


 


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


 


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


 


(iv)       the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables),
which purchase price is due more than one year after the date of placing such property in final service or taking final delivery
and title thereto;


 


(v)       all
Financing Lease Obligations of such Person;


 






    	 	26	 



     


    

 


(vi)       the
redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such
Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding,
in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption,
repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid
or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value
shall be as determined in good faith by senior management of the Company, the Board of Directors of the Company or the Board of
Directors of the issuer of such Capital Stock, in each case which determination shall be conclusive);


 


(vii)       all
Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value
of such asset at such date of determination (as determined in good faith by the Company, which determination shall be conclusive)
and (B) the amount of such Indebtedness of such other Persons;


 


(viii)       all
Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and


 


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


 


provided that, unless the obligations
under a Vendor Financing Arrangement are secured by Liens on property or assets of the Company and its Restricted Subsidiaries,
for all purposes under this Indenture, Indebtedness shall not include any obligations whatsoever in respect of Vendor Financing
Arrangements; provided further, Indebtedness shall not include (t) obligations arising under or in connection with
the Ply Gem Tax Receivable Agreement, (u) any liability for federal, state, local or other taxes owed or owing to any
government or other taxing authority, (v) purchase price holdbacks in respect of a portion of the purchase price of an asset
to satisfy warranty or other unperformed obligations of the respective seller, (w) obligations, to the extent such
obligations constitute Indebtedness, under any agreement that has been defeased or satisfied and discharged pursuant to the terms
of such agreement, (x) Contingent Obligations incurred in the ordinary course of business or consistent with past practice,
(y) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or
such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the
amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount
is paid in a timely manner or (z) for the avoidance of doubt, any obligations or liabilities which would be required to
be classified and accounted for as an operating lease for financial reporting purposes in accordance with GAAP as of the Issue
Date.


 






    	 	27	 



     


    

 


The amount of Indebtedness of any Person at
any date shall be determined as set forth above or as otherwise provided for in this Indenture, or otherwise shall equal the amount
thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance
with GAAP.


 


“Initial Additional Notes”
means Additional Notes issued in an offering not registered under the Securities Act (and any Notes issued in respect thereof pursuant
to Section 304, 305, 306, 312(d), 312(e) or 1008).


 


“Initial Notes” means the
8.00% Senior Notes due 2026 of the Company issued on the Issue Date pursuant to the first Notes Supplemental Indenture, dated as
of April 12, 2018 (and any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(d),
312(e) or 1008).


 


“interest,” with respect
to the Notes, means interest on the Notes and, except for purposes of Article IX, additional or special interest pursuant
to the terms of any Note.


 


“Interest Payment Date”
means, when used with respect to any Note and any installment of interest thereon, the date specified in such Note as the fixed
date on which such installment of interest is due and payable, as set forth in such Note.


 


“Interest Rate Agreement”
means, with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement,
cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or
arrangements), as to which such Person is a party or a beneficiary.


 


“Inventory” means goods
held for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated
by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.


 






    	 	28	 



     


    

 


“Investment” in any Person
by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers,
licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business)
or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for
the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued
by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 409 only, (i) “Investment”
shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of
the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s
“Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time
of such redesignation, (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value (as determined in good faith by the Company, which determination shall be conclusive) at the time of such transfer
and (iii) for purposes of Section 409(a)(3)(C), the amount resulting from the redesignation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time
of such redesignation. Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall
be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment,
return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent
that the amount of Restricted Payments outstanding at any time pursuant to Section 409(a) is so reduced by any portion of
any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount
or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Section
409(a).





 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or any
equivalent rating by any other Rating Agency.


 


“Investment Grade Securities”
means (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency
or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment
Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;
(iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and
(ii) above, which fund may also hold cash pending investment or distribution; and (iv) corresponding instruments in
countries other than the United States customarily utilized for high quality investments.


 


“Investor Partnership”
means any partnership or other entity through which one or more CD&R Investors and GGC Investors, directly or indirectly, hold
their equity interests in Topco.


 


“Investors” is as defined
in the definition of “Equity Contribution.”


 


“Issue Date” means the
first date on which the Initial Notes are issued.


 






    	 	29	 



     


    

 


“Junior Capital” means,
collectively, any Indebtedness of any Parent or the Company that (i) is not secured by any asset of the Company or
any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Notes on terms consistent
with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by CD&R (as determined in
good faith by the Company, which determination shall be conclusive), (iii) has a final maturity date that is not earlier
than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the final Stated Maturity
of the Notes (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock)
of the Company, Capital Stock of any Parent or any other Junior Capital), (iv) has no mandatory redemption or prepayment
obligations other than (x) obligations that are subject to the prior payment in full in cash of the Notes and (y)
pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (v) does not require
the payment of cash interest until the date that is 91 days after the final Stated Maturity of the Notes.


  


“Kenner” means Kenner &
Company, Inc. and any successor in interest thereto.


 


“Kenner Investors” means
collectively, (i) KWC Holdings, L.P., a Delaware limited partnership, and any successor in interest thereto and (ii)
any Affiliate of any Kenner Investor identified in clause (i) of this definition.


 


“Liabilities” means, collectively,
any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including, without limitation, interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect
to third parties or otherwise at any time or from time to time.


 


“Lien” means any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement
or lease in the nature thereof).


 


“Limited Condition Transaction”
means (i) any acquisition, including by way of merger, amalgamation, consolidation or other business combination or the
acquisition of Capital Stock or otherwise, by one or more of the Company and its Subsidiaries of any assets, business or Person
or any other Investment permitted by this Indenture, in each case, whose consummation is not conditioned on the availability of,
or on obtaining, third party financing or (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment
of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase,
defeasance, satisfaction and discharge or repayment.


 


“Management Advances” means
(1) loans or advances made to directors, management members, officers, employees or consultants of any Parent, the
Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving related expenses incurred in
the ordinary course of business, (y) in respect of moving related expenses incurred in connection with any closing
or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z))
not exceeding $15.0 million in the aggregate outstanding at any time, (2) promissory notes of Management Investors
acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees,
or (4) other Guarantees of borrowings by Management Investors in connection with the purchase of Management Stock,
which Guarantees are permitted under Section 407.


 






    	 	30	 



     


    

 


“Management Guarantees”
means guarantees (x) of up to an aggregate principal amount outstanding at any time of $30.0 million of borrowings
by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect
of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary
(1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business, or
(2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $15.0 million in the
aggregate outstanding at any time.


 


“Management Indebtedness”
means Indebtedness Incurred to (a) any Person other than a Management Investor of up to an aggregate principal amount
outstanding at any time of $35.0 million and (b) any Management Investor, in each case, to finance the repurchase or
other acquisition of Capital Stock of the Company, any Restricted Subsidiary or any Parent (including any options, warrants or
other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital Stock is permitted
by Section 409.


 


“Management Investors”
means the management members, officers, directors, employees and other members of the management of any Parent, the Company or
any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided that, solely for
purposes of the definition of “Permitted Holders,” such relatives shall include only those Persons who are or become
Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good
faith by the Company, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the
benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially
own or have the right to acquire, directly or indirectly, Capital Stock of the Company, any Restricted Subsidiary or any Parent.


 


“Management Stock” means
Capital Stock of the Company, any Restricted Subsidiary or any Parent (including any options, warrants or other rights in respect
thereof) held by any of the Management Investors.


 


“Margin Stock” is as defined
in Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Company or any Parent
on the date of declaration of the relevant dividend or making of any other Restricted Payment, as applicable, multiplied by (ii)
the arithmetic mean of the closing prices per share of such capital stock on the New York Stock Exchange (or, if the primary listing
of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding
such date.


 






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“Minority Business” means
any business unit of the Company that represents less than 50.0% of the Consolidated EBITDA of the Company and its Restricted Subsidiaries
for and as of the end of the last four Fiscal Quarters of the Company for which financial statements have been delivered pursuant
to Section 405.


 


“Minority Business Assets”
means the assets of the Company and its Subsidiaries, including Capital Stock of Subsidiaries, that relate to or form part of a
Minority Business.


 


“Minority Business Disposition”
means (i) any sale or other disposition of Capital Stock of any Minority Business Subsidiary (whether by issuance or sale of Capital
Stock, merger, or otherwise) to one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction or series
of related transactions following the consummation of which such Minority Business Subsidiary is no longer a Restricted Subsidiary
of the Company (excluding any Minority Business Offering) or (ii) any sale or other disposition of any assets of any Minority Business
Subsidiary or other Minority Business Assets, including all or substantially all of the assets of any Minority Business Subsidiary,
to one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions.


 


“Minority Business Disposition Condition”
means at any date of determination after giving effect to the Minority Business Disposition or Minority Business Offering, either
(1) the Company could Incur at least $1.00 of Indebtedness pursuant to Section 407(a) or (2) the Consolidated Coverage Ratio
of the Company would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto.


 


“Minority Business Offering”
means a public offering of Capital Stock of any Minority Business Subsidiary pursuant to a registration statement filed with the
SEC.


 


“Minority Business Subsidiary”
means any of the Company’s Subsidiaries and successors in interest thereto to the extent any of such Subsidiaries form part
of the relevant Minority Business.


 


“Moody’s” means Moody’s
Investors Service, Inc., and its successors.


 


“Net Available Cash” from
an Asset Disposition means an amount equal to the cash payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to
the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each
case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred and (without
duplication) all Federal, state, provincial, foreign and local taxes required to be paid or to be accrued as a liability under
GAAP, in each case, as a consequence of, or in respect of, such Asset Disposition (including as a consequence of any transfer of
funds in connection with the application thereof in accordance with Section 411), (ii) all payments made, and
all installment payments required to be made, on any Indebtedness (x) that is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or in
order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset
Disposition, including but not limited to any payments required to be made to increase borrowing availability under any revolving
credit facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary)
owning a beneficial interest in the assets disposed of in such Asset Disposition, (iv) any liabilities or obligations
associated with the assets disposed of in such Asset Disposition and retained, indemnified or insured by the Company or any Restricted
Subsidiary after such Asset Disposition, including, without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such
Asset Disposition, and (v) the amount of any purchase price or similar adjustment (x) claimed by any Person
to be owed by the Company or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally
resolved, or (y) paid or payable by the Company or any Restricted Subsidiary, in each case in respect of such Asset
Disposition.


 






    	 	32	 



     


    

 


“Net Cash Proceeds” means,
with respect to any issuance or sale of any securities of, or the Incurrence of Indebtedness by, the Company or any Subsidiary,
or any capital contribution to the Company or any Subsidiary, the cash proceeds of such issuance, sale, Incurrence or contribution
received by the Company or such Subsidiary net of attorneys’ fees, accountants’ fees, underwriters’ or placement
agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such
issuance, sale, contribution or Incurrence and net of all taxes paid or payable as a result, or in respect, thereof.


 


“Non-U.S. Person” means
a Person who is not a U.S. person, as defined in Regulation S.


 


“Notes” means the Initial
Notes, any Additional Notes and any notes issued in respect thereof pursuant to Section 304, 305, 306,
312(d), 312(e) or 1008.


 


“Notes Supplemental Indenture”
means a Supplemental Indenture pursuant to which the Company issues Notes in accordance with Section 301, which may
be substantially in the form attached hereto as Exhibit G, or in such other form as the Company may determine in accordance
with Section 301.


 


“Obligations” means, with
respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or
of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect
thereof.


 






    	 	33	 



     


    

 


“Offering Memorandum” means
the confidential Offering Memorandum of the Company, dated March 29, 2018, relating to the offering of the Initial Notes.


 


“Officer” means, with respect
to the Company or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the
Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if
such Person is owned or managed by a single entity, of such entity (or any other individual designated as an “Officer”
for the purposes of this Indenture by the Board of Directors).


 


“Officer’s Certificate”
means, with respect to the Company or any other obligor upon the Notes, a certificate signed by one Officer of such Person. Unless
otherwise specified, any requirement to provide an Officer’s Certificate hereunder shall mean an Officer’s Certificate
of the Company.


 


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


 


“Outstanding” or “outstanding,”
when used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under
this Indenture, except:


 


(i)       Notes
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)       Notes
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
in trust for the Holders of such Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and


 


(iii)       Notes
in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture.


 


A Note does not cease to be Outstanding because
the Company or any Affiliate of the Company holds the Note (and such Note shall be deemed to be outstanding for purposes of this
Indenture), provided that in determining whether the Holders of the requisite amount of Outstanding Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or 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 request, demand, authorization, direction, notice, consent or waiver, only Notes which
a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s
right to act with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company.


 






    	 	34	 



     


    

 


“Parent” means any of Topco,
Holdings and any Other Parent and any other Person that is a Subsidiary of Topco, Holdings or any Other Parent and of which the
Company is a Subsidiary, in each case, solely for so long as the Company is a Subsidiary of such Person. As used herein, “Other
Parent” means a Person of which the Company becomes a Subsidiary after the Issue Date that is designated by the Company
as an “Other Parent”; provided that either (x) immediately after the Company first becomes a Subsidiary
of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50.0%
of the Voting Stock of the Company or a Parent of the Company immediately prior to the Company first becoming such Subsidiary or
(y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall
have occurred by reason of the Company first becoming a Subsidiary of such Person. The Company shall not in any event be deemed
to be a “Parent.”


 


“Parent Expenses” means
(i) costs (including all professional fees and expenses) incurred by any Parent or Investor Partnership in connection
with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable
laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other
agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports
filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses
incurred by any Parent or Investor Partnership in connection with the acquisition, development, maintenance, ownership, prosecution,
protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks,
trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications
in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software,
data and documentation, and any other intellectual property rights; and licenses of any of the foregoing), or assertions of infringement,
misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the extent such intellectual
property and associated rights or assertions relate to the business or businesses of the Company or any Subsidiary thereof, (iii)
indemnification obligations of any Parent or Investor Partnership owing to directors, officers, employees or other Persons under
its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person (including the CD&R Indemnification
Agreement and the GGC Indemnification Agreement), or obligations in respect of director and officer insurance (including premiums
therefor), (iv) other administrative and operational expenses of any Parent or Investor Partnership incurred in the ordinary
course of business, (v) fees and expenses incurred by any Parent or Investor Partnership in connection with maintenance
and implementation of any management equity incentive plan associated with the management of the Company and its Subsidiaries,
and (vi) fees and expenses incurred by any Parent or Investor Partnership in connection with any offering of Capital Stock
or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended
to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such
expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise
on an interim basis prior to completion of such offering so long as any Parent or Investor Partnership shall cause the amount of
such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if
completed.


 






    	 	35	 



     


    

 


“Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company;
provided that neither the Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1103
or Section 1205. The Trustee will initially act as Paying Agent for the Notes.


 


“Permitted Holder” means
any of the following: (i) any of the CD&R Investors; (ii) any of the GGC Investors; (iii) any
of the Kenner Investors; (iv) any of the Management Investors, CD&R, Golden Gate, Kenner and their respective Affiliates;
(v) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate
of or successor to any such investment fund or vehicle; (vi) any limited or general partners of, or other investors
in, any CD&R Investor or any Affiliate thereof, or any such investment fund or vehicle; (vii) any “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date) of which any of the Persons
specified in clause (i), (ii), (iii), (iv), (v) or (vi) above is a member (provided that (without giving effect to the existence
of such “group” or any other “group”) one or more of such Persons collectively have beneficial ownership,
directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company or the Parent held by such
“group”), and any other Person that is a member of such “group”; and (viii) any Person acting in
the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection
with a public or private offering of Capital Stock of any Parent or the Company. In addition, any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date) whose status as a “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date) constitutes or results
in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture,
together with its Affiliates, shall thereafter constitute Permitted Holders.


 


“Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in, or consisting of, any of the following:


 


(i)       a
Restricted Subsidiary, the Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and
any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was
not entered into, in contemplation of so becoming a Restricted Subsidiary);


 


(ii)       another
Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all
or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary (and, in each case, any Investment
held by such other Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered
into, in contemplation of such merger, consolidation or transfer);


 






    	 	36	 



     


    

 


(iii)       Temporary
Cash Investments, Investment Grade Securities or Cash Equivalents;


 


(iv)       receivables
owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business;


 


(v)       any
securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property
or assets, including Asset Dispositions made in compliance with Section 411;


 


(vi)       securities
or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims
asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or
in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;


 


(vii)       Investments
in existence or made pursuant to legally binding written commitments in existence on the Issue Date, and, in each case, any extension,
modification, replacement, reinvestment or renewal thereof; provided that the amount of any such Investment may be increased
in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such Investment
or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original
issue discount or the issuance of pay-in-kind securities) or (y) as otherwise permitted by this Indenture;


 


(viii)       Currency
Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in
compliance with Section 407;


 


(ix)       pledges
or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or
(y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted
under Section 413;


 


(x)       (1) Investments
in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any Special Purpose
Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition
or any related Indebtedness, or (2) any promissory note issued by the Company or any Parent; provided that if
such Parent receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed
by any Parent to the Company;


 






    	 	37	 



     


    

 


(xi)       bonds
secured by assets leased to and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing
of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal
fee, canceling such bonds and terminating the transaction;


 


(xii)       the
Notes;


 


(xiii)       any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock), Capital Stock of any Parent or
Junior Capital as consideration;


 


(xiv)       Management
Advances;


 


(xv)       Investments
in Related Businesses in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $175.0 million
and 46.50% of Four Quarter Consolidated EBITDA;


 


(xvi)       any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 412(b) (except
transactions described in clauses (i), (v) and (vi) of Section 412(b)), including any Investment pursuant to any transaction
described in Section 412(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of the Company);


 


(xvii)       any
Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to the Company or any of its Subsidiaries;


 


(xviii)       other
Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $175.0 million and 46.50%
of Four Quarter Consolidated EBITDA;


 


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


 


(xx)       Investments
consisting of purchases or other acquisitions of inventory, supplies, services, material or equipment or the licensing or contribution
of intellectual property pursuant to joint marketing arrangements with other Persons.


 


If any Investment pursuant to clause (xv)
or (xviii) above, or Section 409(b)(vii) or Section 409(b)(xii), as applicable, is made in any Person that is not
a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged
or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or
a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii)
above, respectively, and not clause (xv) or (xviii) above, or Section 409(b)(vii) or Section 409(b)(xii),
as applicable.


 






    	 	38	 



     


    

 


“Permitted Liens”
means:


 


(a)       Liens
for taxes, assessments or other governmental charges or claims not yet delinquent or the nonpayment of which in the aggregate would
not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole,
or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained
on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;


 


(b)       Liens
with respect to outstanding motor vehicle fines, and carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations
that are not known to be overdue for a period of more than 60 days or that are bonded or that are being contested in good
faith and by appropriate proceedings;


 


(c)       pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment
insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation,
pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);


 


(d)       pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money),
obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance
bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course
of business;


 


(e)       easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases
granted, licenses or sublicenses granted, or occupancy agreements granted to others, whether or not of record and whether now existence
or hereafter entered into, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary
conduct of the business of the Company and its Subsidiaries, taken as a whole;


 


(f)       Liens
existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such Liens securing
Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date)
securing any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Section 407(b)(i)
and secured under clause (k)(1) of this definition) so long as the Lien securing such Refinancing Indebtedness is limited
to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the original Indebtedness;


 






    	 	39	 



     


    

 


(g)       (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any
leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain
proceedings affecting any real property;


 


(h)       Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products
Obligations, Purchase Money Obligations or Financing Lease Obligations Incurred in compliance with Section 407;


 


(i)       Liens
arising out of judgments, decrees, orders or awards in respect of which the Company or any Restricted Subsidiary shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or
if the period within which such appeal or proceedings may be initiated shall not have expired;


 


(j)       leases,
subleases, licenses, sublicenses or occupancy agreements to or from third parties;


 


(k)       Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness
Incurred in compliance with Section 407(b)(i), Section 407(b)(iv), Section 407(b)(v), Section 407(b)(vii),
Section 407(b)(viii), Section 407(b)(xv) or Section 407(b)(xvi), or Section 407(b)(iii)
(other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (2) Credit
Facility Indebtedness Incurred in compliance with Section 407(b) (excluding, in the case of Section 407(b)(iii),
any Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (3) the Notes,
(4) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor or (5) obligations in respect
of Management Advances or Management Guarantees; in each case under the foregoing clauses (1) through (5) including Liens
securing any Guarantee of any thereof;


 


(l)       Liens
existing on property or assets of a Person at, or provided for under written arrangements existing at, the time such Person becomes
a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including
any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such Liens and arrangements are not created in connection with, or in contemplation of, such other Person
becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of
the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured
(or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided,
further, that for purposes of this clause (l), if a Person other than the Company is the Successor Company with respect
thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person
or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person
becomes such Successor Company;


 






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(m)       Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or any joint venture that secure Indebtedness
or other obligations of such Unrestricted Subsidiary or joint venture, respectively;


 


(n)       any
encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell arrangements) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(o)       Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred
in respect of any Indebtedness (other than any Indebtedness Incurred under Section 407(b)(i) and secured under clause (k)(1)
of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part)
of any other obligation secured by, any other Permitted Liens; provided that any such new Lien is limited to all or part
of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens
relate;


 


(p)       Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including
Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time, (2) on
property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
payments by a third party relating to such property or assets, (3) on Margin Stock, if and to the extent the value
of all Margin Stock of the Company and its Subsidiaries exceeds 25% of the value of the total assets subject to Section 413, (4)
on receivables (including related rights), (5) on cash set aside at the time of the Incurrence of any Indebtedness
or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund
the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose,
(6) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking
or other trading activities (including in connection with purchase orders and other agreements with customers), (7) in
favor of the Company or any Subsidiary (other than Liens on property or assets of the Company or any Subsidiary Guarantor in favor
of any Subsidiary that is not a Subsidiary Guarantor), (8) arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into in the ordinary course of business, (9) on inventory or
other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase,
shipment or storage of such inventory or other goods, (10) relating to pooled deposit or sweep accounts to permit satisfaction
of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (11) attaching to commodity
trading or other brokerage accounts incurred in the ordinary course of business, (12) arising in connection with repurchase
agreements permitted under Section 407 on assets that are the subject of such repurchase agreements, (13) in favor
of any Special Purpose Entity in connection with any Financing Disposition, (14) on any amounts (including the proceeds
of the applicable Indebtedness and any cash, Cash Equivalents and Temporary Cash Investments deposited to cover interest and premium
in respect of such Indebtedness) held by a trustee or escrow agent under any indenture or other debt agreement governing Indebtedness
issued in escrow pursuant to customary escrow arrangements (as determined by the Company in good faith, which determination shall
be conclusive) pending the release thereof, or on the proceeds deposited to discharge, redeem or defease Indebtedness under any
indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions (as determined by the Company
in good faith, which determination shall be conclusive), pending such discharge, redemption or defeasance and after irrevocable
notice thereof has been delivered to the applicable trustee or agent, (15) on equipment of the Company or any of its Restricted
Subsidiaries granted in the ordinary course of business to the Company’s or a Restricted Subsidiary’s customers or
(16) (x) on accounts receivable or notes receivable (including any ancillary rights pertaining thereto)
purported to be sold in connection with any factoring agreement or similar arrangements to secure obligations owed under such factoring
agreement or similar arrangements and (y) any bank accounts used by the Company or any Restricted Subsidiary in connection
with any factoring agreement or any similar arrangements;


 






    	 	41	 



     


    

 


(q)       other
Liens securing Indebtedness or other obligations that in the aggregate at any time outstanding do not exceed an amount equal to
the greater of $110.0 million and 30.00% of Four Quarter Consolidated EBITDA at the time of Incurrence of such Indebtedness or
other obligations;


 


(r)       Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) or other obligations of, or in favor of, any
Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to Section 407(b)(ix);
and


 


(s)       Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance
with Section 407; provided that on the date of Incurrence of such Indebtedness after giving effect to such Incurrence
(or, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement
providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed amount
of such Indebtedness (such committed amount, a “Liens Secured Leverage Ratio Tested Committed Amount”), in which
case such Liens Secured Leverage Ratio Tested Committed Amount may thereafter be borrowed and reborrowed in whole or in part, from
time to time, without further compliance with this clause), (x) the Consolidated Secured Leverage Ratio shall not exceed
5.50 to 1.00 or (y) in the case of Liens securing Indebtedness being Incurred to finance or refinance, or otherwise Incurred
in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any
Person with or into the Company or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage Ratio
of the Company would equal or be less than the Consolidated Secured Leverage Ratio of the Company immediately prior to giving effect
thereto.


 






    	 	42	 



     


    

 


For purposes of determining compliance with
this definition, (t) a Lien need not be incurred solely by reference to one category of Permitted Liens described in
this definition but may be incurred under any combination of such categories (including in part under one such category and in
part under any other such category), (u) in the event that a Lien (or any portion thereof) meets the criteria of one
or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or
any portion thereof) in any manner that complies with this definition, (v) the principal amount of Indebtedness secured
by a Lien outstanding under any category of Permitted Liens shall be determined after giving effect to the application of proceeds
of any such Indebtedness to refinance any such other Indebtedness, (w) any Lien securing Indebtedness that was permitted
to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure any increase in
the amount of such Indebtedness in connection with the accrual of interest, the accretion of accreted value, the payment of interest
in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional
shares of the same class of Capital Stock, (x) in the event that a portion of Indebtedness secured by a Lien could
be classified in part pursuant to clause (s) above (giving effect to the Incurrence of such portion of Indebtedness), the
Company, in its sole discretion, may classify such portion of Indebtedness (and any Obligations in respect thereof) as having been
secured pursuant to clause (s) above and the remainder of the Indebtedness as having been secured pursuant to one or more
of the other clauses or subclauses of this definition, (y) if any Liens securing Indebtedness or other obligations
are Incurred to refinance Liens securing Indebtedness or other obligations initially Incurred (or, to refinance Liens Incurred
to refinance Liens initially Incurred) in reliance on any category of Permitted Liens measured by reference to a percentage of
Four Quarter Consolidated EBITDA at the time of Incurrence of such Indebtedness or other obligation, and is refinanced by any Indebtedness
or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing (or any
subsequent refinancing) would cause the percentage of Four Quarter Consolidated EBITDA to be exceeded if calculated based on the
Four Quarter Consolidated EBITDA on the date of such refinancing, such percentage of Four Quarter Consolidated EBITDA shall not
be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing
Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness or other obligation
being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued
and unpaid interest) incurred or payable in connection with such refinancing and (z) if any Indebtedness or other obligation
is secured by any Lien outstanding under any category of Permitted Liens measured by reference to a dollar amount, and is refinanced
by any Indebtedness or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such
refinancing (or any subsequent refinancing) would cause such dollar amount to be exceeded, such dollar amount shall not be deemed
to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness
or other obligation does not exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred
or payable in connection with such refinancing.


 






    	 	43	 



     


    

 


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


 


“Pisces Acquisition Agreement”
means the Agreement and Plan of Merger, dated as of January 31, 2018, by and among the Company, Pisces Merger Sub and Ply Gem Holdings,
as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with this Indenture.


 


“Pisces Merger” means the
merger of Pisces Merger Sub with and into Ply Gem Holdings, with Ply Gem Holdings being the survivor of such merger.


 


“Pisces Merger Sub” means
Pisces Merger Sub, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Place of Payment” means
a city or any political subdivision thereof in which any Paying Agent appointed pursuant to Article III is located.


 


“Ply Gem Business” means
Ply Gem Holdings and each of its Subsidiaries.


 


“Ply Gem Holdings” means
Ply Gem Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Ply Gem Industries” means
Ply Gem Industries, Inc., a Delaware corporation, and any successor in interest thereto.


 


“Ply Gem Tax Receivable Agreement”
means the Tax Receivable Agreement, dated as of May 22, 2013, by and between Ply Gem Holdings and PG ITS Holdco, L.P., as the same
may be amended, supplemented, waived or otherwise modified from time to time.


 


“Predecessor Notes” of
any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular
Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“Preferred Stock” as applied
to the Capital Stock of any corporation or company means Capital Stock of any class or classes (however designated) that by its
terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation or company, over Capital Stock of any other class of such corporation or company.


 



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“Purchase” is as defined
in clause (4) of the definition of “Consolidated Coverage Ratio.”


 


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


 


“QIB” means a “qualified
institutional buyer,” as that term is defined in Rule 144A.


 


“Qualified IPO” means the
issuance, sale or listing of common equity interests of the Company or any Parent pursuant to an effective registration statement
filed with the SEC in accordance with the Securities Act (whether alone, in connection with an underwritten or secondary public
offering or otherwise) and such equity interests are listed on a nationally-recognized stock exchange in the U.S.


 


“Rating Agency” means Moody’s
or S&P or, if Moody’s or S&P or both shall not make a rating on the applicable security or instrument, including,
without limitation, the Notes, publicly available, a nationally recognized statistical rating agency or agencies, as the case may
be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.


 


“Real Property” means real
property owned in fee simple by the Company or any of its Subsidiaries, including the land, and all buildings, structures and other
improvements now or subsequently located thereon, fixtures now or subsequently attached thereto, and rights, privileges, easements
and appurtenances now or subsequently related thereto, and related property interests.


 


“Receivable” means a right
to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined
in accordance with GAAP.


 


“Redemption Amount” means
with respect to any series of Notes, “Redemption Amount” as such term is defined in the Notes Supplemental Indenture
establishing such series of Notes.


 


“Redemption Date” when
used with respect to any Note to be redeemed or purchased, means the date fixed for such redemption or purchase by or pursuant
to this Indenture and the Notes.


 


“Redemption Price” means
with respect to any series of Notes, “Redemption Price” as such term is defined in the Notes Supplemental Indenture
establishing such series of Notes.


 




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


 


“Refinancing Indebtedness”
means Indebtedness that is Incurred to refinance any Indebtedness (or unutilized commitment in respect of Indebtedness) existing
on the date of this Indenture or Incurred (or established) in compliance with this Indenture (including Indebtedness of the Company
that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Indenture) and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment;
provided, that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated
Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that
is the same as or later than the final Stated Maturity of the Indebtedness being refinanced (or, if earlier, the Notes), (2) such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or, if issued with original issue discount, with an aggregate
issue price) that is equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness
being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced
or otherwise then outstanding under a Credit Facility or other financing arrangement being refinanced to the extent the unutilized
commitment being refinanced could be drawn in compliance with Section 407 immediately prior to such refinancing, plus
(z) fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred
or payable in connection with such refinancing and (3) Refinancing Indebtedness shall not include (x) Indebtedness
of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Company or a Subsidiary Guarantor
that could not have been initially Incurred by such Restricted Subsidiary pursuant to Section 407 or (y) Indebtedness
of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary.


 


“Regular Record Date” means
with respect to any series of Notes, “Regular Record Date” as such term is defined in the Notes Supplemental Indenture
establishing such series of Notes.


 


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


 


“Regulation S Certificate”
means a certificate substantially in the form attached hereto as Exhibit D.


 


“Related Business” means
those businesses in which the Company or any of its Subsidiaries is engaged on the Issue Date, or that are similar, related, complementary,
incidental or ancillary thereto or extensions, developments or expansions thereof.


 




    	 	46	 



     


    

 


“Related Taxes” means (x) any
taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp,
property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes,
charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed
by any government or other taxing authority on payments made by any Parent or Investor Partnership other than to another Parent
or Investor Partnership), required to be paid by any Parent or Investor Partnership by virtue of its being incorporated or having
Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other
than the Company, any of its Subsidiaries, any Parent or Investor Partnership), or being a holding company parent of the Company,
any of its Subsidiaries, any Parent or Investor Partnership or receiving dividends from or other distributions in respect of the
Capital Stock of the Company, any of its Subsidiaries, any Parent or Investor Partnership, or having guaranteed any obligations
of the Company or any Subsidiary thereof, or having received any payment in respect of any of the items for which the Company or
any of its Subsidiaries is permitted to make payments to any Parent or Investor Partnership pursuant to Section 409,
or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights
(including but not limited to receiving or paying royalties for the use thereof), or assertions of infringement, misappropriation,
dilution or other violation of third-party intellectual property or associated rights, to the extent relating to the business or
businesses of the Company or any Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof)
ending on or prior to the Issue Date, or to the consummation of any of the Transactions, or to any Parent’s or Investor Partnership’s
receipt of (or entitlement to) any payment in connection with the Transactions, including any payment received after the Issue
Date pursuant to any agreement related to the Transactions or (z) any other federal, state, foreign, provincial or local
taxes measured by income for which any Parent or Investor Partnership is liable up to an amount not to exceed, with respect to
federal taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate
company basis, or on a consolidated basis as if the Company had filed a consolidated return on behalf of an affiliated group (as
defined in Section 1504 of the Code) of which it were the common parent, or with respect to state, foreign, provincial and
local taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company
basis, or on a consolidated, combined, unitary or affiliated basis as if the Company had filed a consolidated, combined, unitary
or affiliated return on behalf of an affiliated group (as defined in the applicable state, foreign, provincial or local tax laws
for filing such return) consisting only of the Company and its Subsidiaries. Taxes include all interest, penalties and additions
relating thereto.


 


“Resale Restriction Termination Date”
means, with respect to any Note, the date that is one year (or such other period as may hereafter be provided under Rule 144
under the Securities Act or any successor provision thereto as permitting the resale by non-affiliates of Restricted Securities
without restriction) after the later of the original issue date in respect of such Note and the last date on which the Company
or any Affiliate of the Company was the owner of such Note (or any Predecessor Note thereto).


 




    	 	47	 



     


    

 


“Restricted Payment Transaction”
means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any
transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception
contained in clause (i) of such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such
definition).


 


“Restricted Period” means
the 40-day distribution compliance period as defined in Regulation S.


 


“Restricted Security” has
the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee
shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes
a Restricted Security.


 


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


 


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


 


“S&P” means Standard &
Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 


“Sale” is as defined in
clause (3) of the definition of “Consolidated Coverage Ratio.”


 


“SEC” means the United
States Securities and Exchange Commission.


 


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


 


“Senior ABL Agreement”
means the ABL Credit Agreement, dated as of the Issue Date, among the Company, the Canadian borrowers and U.S. subsidiary borrowers
party thereto from time to time, the lenders party thereto from time to time and UBS AG, Stamford Branch (and/or one of its Affiliates),
as administrative agent and collateral agent thereunder, as such agreement may be amended, supplemented, waived or otherwise modified
from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased or extended from time
to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or
otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements or otherwise), except
to the extent such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Agreement.
Any reference to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL Agreement then in existence.


 




    	 	48	 



     


    

 


“Senior ABL Facility” means
the collective reference to the Senior ABL Agreement, any Loan Documents (as defined therein), any notes and letters of credit
issued pursuant thereto and any guarantee and collateral agreement, patent, trademark and copyright security agreement, mortgages,
letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other
instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same
may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced,
renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether with the original agent
and lenders or other agents and lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more
other credit agreements, indentures (including this Indenture) or financing agreements or otherwise) except to the extent such
agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Facility. Without limiting
the generality of the foregoing, the term “Senior ABL Facility” shall include any agreement (i) changing
the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company
as additional borrowers or guarantors thereunder, (iii) increasing or decreasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.


 


“Senior Cash Flow Agreement”
means the Cash Flow Credit Agreement, dated as of the Issue Date, among the Company, the lenders party thereto from time to time
and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent thereunder, as such agreement may be amended, supplemented,
waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased
or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other
agents and lenders or otherwise, and whether provided under the original Senior Cash Flow Agreement or one or more other credit
agreements or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not intended
to be and is not a Senior Cash Flow Agreement. Any reference to the Senior Cash Flow Agreement hereunder shall be deemed a reference
to each Senior Cash Flow Agreement then in existence.


 


“Senior Cash Flow Facility”
means the collective reference to the Senior Cash Flow Agreement, any Loan Documents (as defined therein), any notes and letters
of credit issued pursuant thereto and any guarantee and collateral agreement, patent, trademark and copyright security agreement,
mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents,
and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case
as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether with the original
agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior Cash Flow Agreement
or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise) except to the
extent such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior Cash Flow Facility.
Without limiting the generality of the foregoing, the term “Senior Cash Flow Facility” shall include any agreement
(i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing or decreasing the amount
of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 




    	 	49	 



     


    

 


“Senior Credit Agreements”
means, collectively, the Senior ABL Agreement and the Senior Cash Flow Agreement.


 


“Senior Credit Facilities”
means, collectively, the Senior ABL Facility and the Senior Cash Flow Facility.


 


“Senior Indebtedness” means
any Indebtedness of the Company or any Restricted Subsidiary other than, (x) in the case of the Company, Subordinated Obligations
and (y) in the case of any Subsidiary Guarantor, Guarantor Subordinated Obligations.


 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date.


 


“Special Purpose Entity”
means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of (i) acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous
law, as in effect in any applicable jurisdiction from time to time), other accounts and/or other receivables, and/or related assets
and/or (ii) acquiring, selling, leasing, financing or refinancing Real Property and/or related rights (including under
leases and insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets) and/or
(iii) financing or refinancing in respect of Capital Stock of any Special Purpose Subsidiary.


 


“Special Purpose Financing”
means any financing or refinancing of assets consisting of or including Receivables and/or Real Property of the Company or any
Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition
(including any financing or refinancing in respect of Capital Stock of a Special Purpose Subsidiary held by another Special Purpose
Subsidiary).


 


“Special Purpose Financing Expense”
means for any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose
Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to the Company or any Restricted Subsidiary that
is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special
Purpose Financing Fees.


 


“Special Purpose Financing Fees”
means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold
in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose
Financing.


 




    	 	50	 



     


    

 


“Special Purpose Financing Undertakings”
means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso
below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the
Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in
connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that
Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect
of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging
Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into
by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any
Guarantee in respect of customary recourse obligations (as determined in good faith by the Company, which determination shall be
conclusive) in connection with any collateralized mortgage-backed securitization or any other Special Purpose Financing or Financing
Disposition in respect of Real Property, including in respect of Liabilities in the event of any involuntary case commenced with
the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose
Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements
and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted
Subsidiary that is not a Special Purpose Subsidiary.


 


“Special Purpose Subsidiary”
means any Subsidiary of the Company that (a) is engaged solely in (x) the business of (i) acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous
law, as in effect in any applicable jurisdiction from time to time) and other accounts and receivables (including any thereof constituting
or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other),
collateral and other assets relating thereto, and/or (ii) acquiring, selling, leasing, financing or refinancing Real
Property and/or related rights (including under leases and insurance policies) and/or assets (including managing, exercising and
disposing of any such rights and/or assets), all proceeds thereof and all rights (contractual and other), collateral and/or other
assets relating thereto, and/or (iii) owning or holding Capital Stock of any Special Purpose Subsidiary and/or engaging
in any financing or refinancing in respect thereof, and (y) any business or activities incidental or related to such
business, and (b) is designated as a “Special Purpose Subsidiary” by the Company.


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity” means,
with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of
such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).


 




    	 	51	 



     


    

 


“Subordinated Obligations”
means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated
in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary” of any Person
means any corporation, association, partnership, limited liability company or other entity (a) of which shares of stock
or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such corporation,
partnership, limited liability company or other entity are at the time owned by such Person or (b) the management of which
is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of
this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all references
to a “Subsidiary” or to “Subsidiaries” in this Indenture shall refer to a Subsidiary or Subsidiaries
of the Company.


 


“Subsidiary Guarantee”
means any guarantee of the Notes that may from time to time be entered into by a Restricted Subsidiary of the Company on the Issue
Date or after the Issue Date pursuant to Section 414. As used in this Indenture, “Subsidiary Guarantee” refers
to a Subsidiary Guarantee of the Notes.


 


“Subsidiary Guarantor”
means any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee, in each case, unless and until such Subsidiary
is released from such Subsidiary Guarantee in accordance with the terms of this Indenture.


 


“Successor Company” shall
have the meaning assigned thereto in Section 501(i).


 


“Tax Sharing Agreement”
means the Tax Sharing Agreement between the Company and Topco to be entered into on or prior to the Issue Date, as the same may
be amended, supplemented, waived or otherwise modified from time to time.


 




    	 	52	 



     


    

 


“Temporary Cash Investments”
means any of the following: (i) any investment in (x) direct obligations of the United States of America,
Canada, the United Kingdom, Switzerland, a member state of the European Union or any country in whose currency funds are being
held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary
in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States
of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any country in whose currency funds
are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary
in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any
of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated
at least “A” by S&P or “A2” by Moody’s (or, in either case, the equivalent of such rating by
such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit,
bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more
than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under a Credit
Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States
of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating
in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at least “A”
by S&P or “A2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization)
at the time such Investment is made, (iii) repurchase obligations for underlying securities or instruments of the types
described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above,
(iv) Investments in commercial paper, maturing not more than 24 months after the date of acquisition, issued by a Person
(other than that of the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made
of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either
case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than
24 months after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States
of America, or by any political subdivision or taxing authority thereof, and rated at least “BBB-” by S&P or “Baa3”
by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or
Preferred Stock (other than of the Company or any of its Subsidiaries) having a rating of “A” or higher by S&P
or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no
rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization),
(vii) investment funds investing at least 90.0% of their assets in securities of the type described in clauses (i)
through (vi) above (which funds may also hold cash pending investment and/or distribution), (viii) any money market
deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized
by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency
equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor
rule) of the SEC under the Investment Company Act of 1940, as amended, and (ix) similar investments approved by the
Board of Directors in the ordinary course of business.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect on the date of this Indenture, except as otherwise provided herein.


 


“Topco” means Pisces Parent,
LLC, a Delaware limited liability company, and any successor in interest thereto.


 




    	 	53	 



     


    

 


“Trade Payables” means,
with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed
or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.


 


“Transaction Agreements”
means, collectively, (i) the Pisces Acquisition Agreement, (ii) the Atlas Acquisition Agreement, (iii) the
CD&R Expense Reimbursement Agreement, (iv) the CD&R Indemnification Agreement, (v) the GGC Expense Reimbursement
Agreement, (vi) the GGC Indemnification Agreement, (vii) the Ply Gem Tax Receivable Agreement and (viii) any
agreement primarily providing for indemnification and/or contribution for the benefit of any Permitted Holder in respect of Liabilities
resulting from, arising out of or in connection with, based upon or relating to (a) any management, consulting or advisory
services, or any financing, underwriting or placement services or other investment banking activities to, for or in respect of
any Parent or any of its Subsidiaries, (b) any offering of securities or other financing activity or arrangement of or by
any Parent or any of its Subsidiaries or (c) any action or failure to act of or by any Parent or any of its Subsidiaries
(or any of their respective predecessors), in each case as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.


 


“Transactions” means, collectively,
any or all of the following (whether taking place prior to, on or following the Issue Date): (i) the entry into the
Pisces Acquisition Agreement and the consummation of the transactions contemplated thereby, including the Pisces Merger, (ii)
the entry into the Atlas Acquisition Agreement and the consummation of the transactions contemplated thereby, including the Atlas
Acquisition, (iii) the Atlas Contribution, (iv) the entry into this Indenture, and the offer and issuance of
the Notes, (v) the entry into the Senior Cash Flow Facility and incurrence of Indebtedness thereunder on the Issue
Date, (vi) the entry into the Senior ABL Facility and any incurrence of Indebtedness thereunder on the Issue Date,
(vii) the Equity Contribution, (viii) the repayment of certain existing Indebtedness of the Ply Gem Business,
(ix) the repayment of certain existing Indebtedness of the Atrium Business, (x) the payment of any amounts contemplated
by the Ply Gem Tax Receivable Agreement and (xi) all other transactions relating to any of the foregoing (including payment
of fees, premiums and expenses related to any of the foregoing).


 


“Trust Officer” means any
corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such corporate trust officers who shall have direct responsibility for the administration
of this Indenture, or any other officer of the Trustee to whom a corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code”
means the Uniform Commercial Code as in effect in the state of New York from time to time.


 




    	 	54	 



     


    

 


“Unrestricted Subsidiary”
means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated
by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the Issue
Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if
such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 409.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately
after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under
Section 407(a) or (y) the Consolidated Coverage Ratio would be equal to or greater than it was immediately prior
to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness
outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding)
pursuant to Section 407(b). Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the resolution of the Company’s Board of Directors giving effect to such designation and
an Officer’s Certificate of the Company certifying that such designation complied with the foregoing provisions.


 


“U.S. Government Obligation”
means (x) any security that is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i)
or (ii) is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that
is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.


 


“Vendor Financing Arrangement”
means any supply chain financing arrangement, structured vendor payable program, payables financing arrangement, reverse factoring
arrangement or any other similar arrangement or program pursuant to which the Company or any of its Restricted Subsidiaries provides
a vendor an option to factor such vendor’s receivables from the Company or such Restricted Subsidiary to a bank or financial
institution.


 




    	 	55	 



     


    

 


“Voting Stock” of an entity
means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or
all interests in such entity with the ability to control the management or actions of such entity.


 


“Wholly Owned Domestic Subsidiary”
means as to any Person, any Domestic Subsidiary of such Person of which such Person owns, directly or indirectly through one or
more Wholly Owned Domestic Subsidiaries, all of the Capital Stock of such Domestic Subsidiary.


 


Section 102.   Other Definitions.


	
         

        Term
	 	Defined in 

    Section
	“Acquisition Coverage Ratio Tested Committed Amount”	 	407
	“Acquisition Leverage Ratio Tested Committed Amount”	 	407
	“Act”	 	108
	“Affiliate Transaction”	 	412
	“Agent Members”	 	312
	“Amendment”	 	410
	“Authentication Order”	 	303
	“Bankruptcy Law”	 	601
	“Certificate of Beneficial Ownership”	 	313
	“Change of Control Offer”	 	415
	“Covenant Defeasance”	 	1203
	“Coverage Ratio Tested Committed Amount”	 	407
	“Custodian”	 	601
	“Debt Secured Leverage Ratio Tested Committed Amount”	 	407
	“Debt Secured Leverage Ratio Tested Committed Amount”	 	407
	“Declined Excess Proceeds”	 	411
	“Defaulted Interest”	 	307
	“Defeasance”	 	1202
	“Defeased Notes”	 	1201
	“Discharge”	 	101
	“Event of Default”	 	601
	“Excess Proceeds”	 	411
	“Expiration Date”	 	108
	“Global Notes”	 	201
	“Grower Tested Committed Amount”	 	407
	“Initial Agreement”	 	410
	“Initial Lien”	 	413
	“LCT Election”	 	121
	“LCT Test Date”	 	121
	“Liens Secured Leverage Ratio Tested Committed Amount”	 	101


 


 




    	 	56	 



     


    

 


	
         

        Term
	 	Defined in 

    Section
	“Net Available Cash Amount”	 	411
	“Note Register” and “Note Registrar”	 	305
	“Notice of Default”	 	601
	“Offer”	 	411
	“Permanent Regulation S Global Notes”	 	201
	“Permitted Payment”	 	409
	“Physical Notes”	 	201
	“Private Placement Legend”	 	203
	“Refinancing Agreement”	 	410
	“Refunding Capital Stock”	 	409
	“Regulation S Global Notes”	 	201
	“Regulation S Note Exchange Date”	 	313
	“Regulation S Physical Notes”	 	201
	“Reporting Date”	 	405
	“Restricted Payment”	 	409
	“Reversion Time”	 	416
	“Rule 144A Global Notes”	 	201
	“Rule 144A Physical Notes”	 	201
	“Subsidiary Guaranteed Obligations”	 	1301
	“Successor Company”	 	501
	“Suspended Covenants”	 	416
	“Suspension Date”	 	416
	“Suspension Period”	 	416
	“Temporary Regulation S Global Notes”	 	201
	“Treasury Capital Stock”	 	409


 


Section 103.   Rules of Construction.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)       the
terms defined in this Indenture have the meanings assigned to them in this Indenture;


 


(2)       “or”
is not exclusive;


 


(3)       all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)       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;


 


(5)       all
references to “$” or “dollars” shall refer to the lawful currency of the United States of
America;


 




    	 	57	 



     


    

 


(6)       the
words “include,” “included” and “including,” as used herein, shall be
deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase
or the phrase “but not limited to”;


 


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


 


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


 


(9)       any
reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture; and


 


(10)       notwithstanding
any provision of this Indenture, no provision of the TIA shall apply or be incorporated by reference into this Indenture or the
Notes, except as specifically set forth in this Indenture.


 


Section 104.   [Reserved].


 


Section 105.   [Reserved].


 


Section 106.   Compliance Certificates
and Opinions. Upon any application or request by the Company or by any other obligor upon the Notes (including any Subsidiary
Guarantor) to the Trustee to take any action under any provision of this Indenture, the Company or such other obligor (including
any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates (other than on the Issue Date or
the Business Day immediately following the Issue Date in connection with (i) the issuance, authentication and delivery of
the Initial Notes, (ii) a supplemental indenture pursuant to Sections 501(a)(i) or 501(b) or (iii)
the addition of new Subsidiary Guarantors) and opinions (other than (x) on the Issue Date or the Business Day immediately
following the Issue Date, in connection with (i) the issuance, authentication and delivery of the Initial Notes or (ii)
a supplemental indenture pursuant to Sections 501(a)(i) or 501(b) and (y) in connection with (i) release,
discharge and termination of a Subsidiary Guarantee or (ii) the addition of new Subsidiary Guarantors) as may be required
under this Indenture. Each such certificate or opinion shall be given in the form of one or more Officer’s Certificates,
if to be given by an Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of this
Indenture. Notwithstanding the foregoing, in the case of any such request or application as to which the furnishing of any Officer’s
Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request
or application, no additional certificate or opinion need be furnished.


 




    	 	58	 



     


    

 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 406)
shall include:


 





(1)       a
statement that the individual signing such certificate or opinion has read such covenant or condition, as applicable, and the definitions
herein relating thereto;


 


(2)       a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)       a
statement that, in the opinion of such individual, he or she made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition, as applicable, has been complied with; and


 


(4)       a
statement as to whether, in the opinion of such individual, such condition or covenant, as applicable, has been complied with.


 


Section 107.   Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one
or several documents.


 


Any certificate or opinion of an Officer may
be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion
is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section 108.   Acts of Noteholders; Record
Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required,
to the Company, as the case may be. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 701) conclusive in favor of the Trustee, the Company, and any other obligor upon the Notes, if made in
the manner provided in this Section 108.


 




    	 	59	 



     


    

 


(b)       The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an
officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation
or partnership or entity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority.
The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also
be proved in any other manner that the Trustee deems sufficient.


 


(c)       The
ownership of Notes shall be proved by the Note Register.


 


(d)       Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder
of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered
or omitted to be done by the Trustee, the Company or any other obligor upon the Notes in reliance thereon, whether or not notation
of such action is made upon such Note.


 


(e)       (i)
The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Notes, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such
record date (or their duly designated proxies), and no other Holders, shall be entitled to take the relevant action, whether or
not such Persons remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record
date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner
set forth in Section 110.


 




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(ii)       The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the
giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602,
(C) any request to institute proceedings referred to in Section 607(ii) or (D) any direction
referred to in Section 612, in each case with respect to Notes. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Company in writing and to each Holder of Notes in the manner set forth in Section 110.


 


(iii)       With
respect to any record date set pursuant to this Section 108, the party hereto that sets such record dates may designate
any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later
day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Company
or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to
each Holder of Notes in the manner set forth in Section 110, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this Section 108, the party hereto that set
such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable record date.


 


(iv)       Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal amount.


 


(v)       Without
limiting the generality of the foregoing, a Holder, including the Depositary, that is the Holder of a Global Note, may make, give
or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary, as the Holder of a Global
Note, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s
standing instructions and customary practices.


 




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(vi)       The
Company may fix a record date for the purpose of determining the persons who are beneficial owners of interests in any Global Note
held by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such persons, shall be entitled to make, give or take such request, demand, authorization direction, notice
consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after
such record date.


 


Section 109.   Notices, Etc., to Trustee
and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)       the
Trustee by any Holder or by the Company or by any other obligor upon the Notes shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with the Trustee at 246 Goose Lane, Suite 105, Guilford, Connecticut 06437,
Attention: Corporate Trust Department (telephone: (203) 453-4130; facsimile: (203) 453-1183), or at any other address
furnished in writing to the Company by the Trustee,


 


(2)       the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first class postage
prepaid, to the Company at 5020 Weston Parkway, Suite 400, Cary, NC 27513, Attention: Timothy Johnson (facsimile: (919) 677-3914);
with copies to (i) the Company at 5020 Weston Parkway, Suite 400, Cary, NC 27513, Attention: Brian Boyle, and (ii)
Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, Attention: Jeffrey E. Ross, or at any other address furnished
in writing to the Trustee by the Company, or


 


(3)       the
Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


Section 110.   Notices to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, or by overnight air courier guaranteeing next day delivery,
to each Holder affected by such event, at such Holder’s address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.


 




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Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case, by reason of the suspension of regular
mail service, or by reason of any other cause, it shall be impossible to mail notice of any event as required by any provision
of this Indenture, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose hereunder.


 


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) to
a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for
such Note (or its designee) pursuant to the customary procedures of such Depositary (including delivery by electronic mail).


 


Section 111.   Effect of Headings and Table
of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 112.   Successors and Assigns.
All covenants and agreements in this Indenture by the Company shall bind its respective successors and assigns, whether so expressed
or not. All agreements of the Trustee in this Indenture shall bind its successors.


 


Section 113.   Separability Clause. 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 114.   Benefits of Indenture.
Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


Section 115.   GOVERNING LAW. THIS
INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE,
THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES, EACH SUBSIDIARY GUARANTOR AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.


 




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Section 116.   Legal Holidays. In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal and premium
(if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
and no interest shall accrue on such payment for the intervening period.


 


Section 117.   No Personal Liability of
Directors, Officers, Employees, Incorporators and Stockholders. No director, officer, employee, incorporator or stockholder
of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company
or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect
of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 118.   Exhibits and Schedules.
All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as if herein set forth
in full.


 


Section 119.   Counterparts. This Indenture
may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.


 


Section 120.   Force Majeure. To the
extent permitted by the TIA, 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 best efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances).


 


Section 121.   Limited Condition Transaction.
In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance
with any provision of this Indenture which requires that no Default, Event of Default or specified Default or Event of Default,
as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option
of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable,
exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection
with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules
or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention
to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent
laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance,
satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt,
if the Company has exercised its option under the first sentence of this Section 121, and any Default, Event of Default
or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable
Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code
on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction)
applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited
Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable
jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of
Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction,
any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred
or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction
is permitted hereunder.


 




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In connection with any action being taken
in connection with a Limited Condition Transaction, for purposes of:


 


(i)        determining
compliance with any provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Consolidated
Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure;


 


(ii)       testing
baskets set forth in this Indenture (including baskets measured as a percentage of Four Quarter Consolidated EBITDA); or


 


(iii)      any
other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing
thereof) complies with the covenants or agreements contained in this Indenture;


 


in each case, at the option of the Company
(the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive
agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United
Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable
jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target
of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other
applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or
repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”),
and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection
therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred
at the beginning of the most recent four consecutive Fiscal Quarters of the Company ending prior to the LCT Test Date for which
consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting
obligations under Section 405) are available, the Company could have taken such action on the relevant LCT Test Date in
compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the
avoidance of doubt, if the Company has made an LCT Election and any of the ratios, baskets or amounts for which compliance was
determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including
due to fluctuations in exchange rates or in Consolidated EBITDA of the Company or the Person subject to such Limited Condition
Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such
ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made an
LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or
amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions,
mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of
an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited
Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (if an acquisition or investment)
is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be
calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including
any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.


 




    	 	65	 



     


    

 


ARTICLE II



NOTE FORMS


 


Section 201.    Forms Generally. The Initial
Notes and Initial Additional Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially
the forms set forth, or referenced, in this Article II and Exhibit A attached hereto (as such forms may
be modified in accordance with Section 301). Any Additional Notes that are not Initial Additional Notes and the Trustee’s
certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II
and Exhibit A attached hereto (as such forms may be modified in accordance with Section 301). Exhibit A
is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions,
substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock
exchange rule or depositary rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as
may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided
always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each
Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the
terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note. For the avoidance of doubt, no Opinion of Counsel shall be required on the Issue Date for the
Trustee’s authentication of the Initial Notes.


 


Initial Notes and any Initial Additional Notes
offered and sold in reliance on Rule 144A shall, unless the Company otherwise notifies the Trustee in writing, be issued in
the form of one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form
may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred
to collectively herein as the “Rule 144A Global Notes,” and shall be deposited with the Trustee, as custodian
for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of a Rule 144A Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.


 


Initial Notes and any Initial Additional Notes
offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Company otherwise
notifies the Trustee in writing, be issued in the form of one or more temporary global Notes substantially in the form attached
hereto as Exhibit A (as such form may be modified in accordance with Section 301), except as otherwise
permitted herein. Such Global Notes shall be referred to herein as the “Temporary Regulation S Global Notes,”
and shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members
holding on behalf of Euroclear or Clearstream and shall be duly executed by the Company and authenticated by the Trustee as hereinafter
provided.


 


Following the expiration of the distribution
compliance period set forth in Regulation S with respect to any Temporary Regulation S Global Note, beneficial interests in such
Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests
in one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form may be modified
in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to herein
as the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Global Notes, as
the “Regulation S Global Notes.” The Permanent Regulation S Global Notes shall be deposited with the Trustee,
as custodian for the Depositary or its nominee for credit to the account of an Agent Member and shall be duly executed by the Company
and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of a Permanent Regulation S Global
Note, the Trustee shall cancel the related Temporary Regulation S Global Note. The aggregate principal amount of a Regulation S
Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.


 


Subject to the limitations on the issuance
of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional Notes issued
pursuant to Section 305 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global
Note shall be in the form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as
such form may be modified in accordance with Section 301) (the “Rule 144A Physical Notes”) or (y) in
a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note,
shall be in the form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such
form may be modified in accordance with Section 301) (the “Regulation S Physical Notes”), respectively,
as hereinafter provided.


 




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The Rule 144A Physical Notes and Regulation
S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304,
305, 306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include
any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Rule
144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant
to this Indenture, are sometimes collectively herein referred to as the “Physical Notes.” The Rule 144A Global
Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this
Indenture, are sometimes collectively referred to as the “Global Notes.”


 


Section 202.    Form of Trustee’s Certificate
of Authentication. The Notes will have endorsed thereon a Trustee’s certificate of authentication in substantially the
following form:


 


This is one of the Notes referred to in the
within-mentioned Indenture.


 


	 	 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer


 


Dated:


 


If an appointment of an Authenticating Agent
is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of
authentication, an alternative certificate of authentication in substantially the following form:




    	 	67	 



     


    

 


This is one of the Notes referred to in the
within-mentioned Indenture.


 





	 	[NAME]
	 	 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer




 


Dated:


 


Section 203.Restrictive and Global
Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the following legend set forth below (the “Private Placement Legend”) on the face thereof until the Private
Placement Legend is removed or not required in accordance with Section 313(4):


 


“THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. 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 OR
ANOTHER EXEMPTION UNDER THE SECURITIES ACT.


 




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BY ITS ACCEPTANCE HEREOF, THE HOLDER
OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR
(AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT) (AN “ACCREDITED
INVESTOR”) AND (2) AGREES THAT IT WILL NOT WITHIN [ONE YEAR—FOR NOTES ISSUED PURSUANT TO RULE 144A][40
DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL
ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS RESPECTIVE AFFILIATES OWNED THIS NOTE, OFFER, RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE
THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (A) ABOVE, AND THAT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE
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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”


 




    	 	69	 



     


    

 


Each Global Note, whether or not
an Initial Note, shall also bear the following legend on the face thereof:


 


“UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) 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 IN 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 CEDE & CO. 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 SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN).”


 


Each Temporary Regulation S Global
Note shall also bear the following legend on the face thereof:


 


“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS
ON TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2)
OF REGULATION S UNDER THE SECURITIES ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE SOLD, PLEDGED OR TRANSFERRED TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT
OF A U.S. PERSON.”


 




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Each note issued with OID will contain
a legend substantially to the following effect:


 


THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR
PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: PISCES MIDCO, INC., 5020
WESTON PARKWAY, SUITE 400, CARY, NC 27513, ATTENTION: TIMOTHY JOHNSON.


 


ARTICLE III



THE NOTES


 


Section 301.    Amount Unlimited; Issuable
in Series. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture
is not limited. The Notes may be issued from time to time in one or more series. Except as provided in Section 902,
all Notes will vote (or consent) as a single class with the other Notes and otherwise be treated as Notes for all purposes of
this Indenture.


 


The following matters shall be established
with respect to each series of Notes issued hereunder in a Notes Supplemental Indenture:


 


(1)       the
title of the Notes of the series (which title shall distinguish the Notes of the series from all other series of Notes);


 


(2)       any
limit (if any) upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this
Indenture (which limit shall not pertain to Notes authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Notes of the series pursuant to Section 304, 305, 306, 312(d), 312(e)
or 1008);


 


(3)       the
date or dates on which the principal of and premium, if any, on the Notes of the series is payable or the method of determination
and/or extension of such date or dates, and the amount or amounts of such principal and premium, if any, payments and methods of
determination thereof;


 


(4)       the
rate or rates at which the Notes of the series shall bear interest, if any, or the method of calculating and/or resetting such
rate or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall
be determined, and the Interest Payment Dates on which any such interest shall be payable;


 


(5)       the
period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series may
be redeemed, in whole or in part, at the option of the Company, if the Company is to have the option;


 




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(6)       if
other than the principal amount thereof, the portion of the principal amount of Notes of the series that shall be payable upon
declaration of acceleration of maturity thereof pursuant to Section 602 or the method by which such portion shall be
determined;


 


(7)       in
the case of any Notes, other than Initial Notes, any addition to or change in the Events of Default which apply to any Notes of
the series and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof
due and payable pursuant to Section 602;


 


(8)       in
the case of any Notes, other than Initial Notes, any addition to or change in the covenants set forth in Articles 4 and
5; and


 


(9)       in
the case of any Notes, other than Initial Notes, any addition to or change in the definitions in Section 101 related to
additions or changes contemplated by the foregoing clauses (7) and (8).


 


The form of the Notes of such series, as set forth in Exhibit A,
may be modified to reflect such matters as so established in such Notes Supplemental Indenture.


 


Such matters may also be established in a
Notes Supplemental Indenture for any Additional Notes issued hereunder that are to be of the same series as any Notes previously
issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (9) will be treated as the
same series, unless otherwise designated by the Company.


 


Section 302.    Denominations.
The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


 


Section 303.    Execution, Authentication
and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature
of any such Officer on the Notes may be manual or by facsimile.


 


Notes bearing the manual or facsimile signature
of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such
Notes.


 


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;
and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount
not to exceed $645.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which
may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue
in aggregate principal amounts specified by the Company, in each case specified in clauses (i) and (ii) above, upon a
written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”).
Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of
such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one
or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request.


 




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All Notes shall be dated the date of their
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 herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section 304.    Temporary Notes. Until
definitive Notes are ready for delivery, the Company may prepare and upon receipt of an Authentication Order 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. If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and upon receipt
of an Authentication Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as definitive Notes of the same series and tenor.


 


Section 305.    Note Registrar and Paying
Agent. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred
to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more co-registrars. The term
“Note Registrar” includes any co-registrars.


 


The Company initially appoints the Trustee
as “Note Registrar” and “Paying Agent” in connection with the Notes, until such time as it has resigned
or a successor has been appointed. The Company may have one or more additional paying agents, and the term “Paying Agent”
shall include any additional Paying Agent. The Company may change the Paying Agent or Note Registrar without prior notice to the
Holders of Notes. The Company may enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party
to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Company
shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to appoint or maintain a Note
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 707. The Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent (except for
purposes of Section 1103 or Section 1205) or Note Registrar.


 




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Upon surrender for transfer of any Note at
the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and
applicable law, 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 the same series, of any authorized denominations and of a like aggregate principal amount.


 


At the option of the Holder, Notes may be
exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.


 


All Notes issued upon any 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 transfer or exchange.


 


Every Note presented or surrendered for transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company duly
executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.


 


No service charge shall be made for any registration,
transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental
charge that may be imposed in connection therewith.


 


The Company shall not be required (i) to
issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the
sending of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and
ending at the close of business on the day of such sending, or (ii) to transfer or exchange any Note so selected for
redemption (or purchase) in whole or in part.


 


Section 306.    Mutilated, Destroyed, Lost
and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if
the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company
or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note
Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company
or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial
Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and
(ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any
of them may suffer if a Note is replaced.


 




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In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note,
pay such Note.


 


Upon the issuance of any new Note under this
Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued pursuant to this Section 306
in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and ratably with any and all other Notes duly issued hereunder.


 


The provisions of this Section 306
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes.


 


Section 307.    Payment of Interest Rights
Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business
on the Regular Record Date for such interest specified in Section 4 of the applicable Notes Supplemental Indenture.


 


Unless otherwise specified for Notes of any
series in the applicable Notes Supplemental Indenture, as contemplated by Section 301, any interest on any Note that
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election, as provided in clause (1) or clause (2) below:


 


(1)       The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor
Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and the Company shall deposit with the Trustee or Paying
Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in
this clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by
the Trustee and the Paying Agent of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder at such Holder’s address as
it appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer
be payable pursuant to the following clause (2).


 




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(2)       The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.


 


Subject to the foregoing provisions of this
Section 307, each Note delivered under this Indenture upon 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, that were carried by such other Note.


 


Section 308.    Persons Deemed Owners.
The Company, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose
name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any),
and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether or not such Note
be overdue, and neither the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall
be affected by notice to the contrary.


 


Section 309.    Cancellation. All Notes
surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired
in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section 309, except as expressly permitted by
this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures
(subject to the record retention requirements of the Exchange Act).


 




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Section 310.    Computation of Interest.
Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section 301,
interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 311.    CUSIP Numbers, ISINs, Etc.
The Company in issuing Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (if then generally
in use), and if so, the Trustee may use the CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption
or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only
on the other identification numbers printed on the Notes; and that any redemption shall not be affected by any defect in or omission
of such numbers.


 


Section 312.    Book-Entry Provisions for
Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global
Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered
to the Trustee as custodian for such Depositary. None of the Company, any agent of the Company or the Trustee shall have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global
Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


(b)      Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global Notes. The Depositary may be
treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the
Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor
upon the Notes, the Trustee or any agent of any of them 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 governing
the exercise of the rights of a beneficial owner of any Note. The Holder of a Global Note may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder
is entitled to take under this Indenture or the Notes.


 


(c)      Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence,
not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may
not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such
transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with
the applicable rules and procedures of the Depositary and the provisions of Section 305 and Section 313. Subject
to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to
all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary
notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor
depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency”
under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option,
notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have
occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue
Physical Notes.


 




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(d)      In
connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical
Notes pursuant to Section 312(c), the applicable Note Registrar shall record on its books and records the date and
a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred,
and the Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and principal amount of authorized denominations.


 


(e)      In
connection with a transfer of an entire Global Note to beneficial owners for Physical Notes pursuant to Section 312(c),
the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and
upon receipt of an Authentication Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the
Depositary, in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount of Rule
144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S
Global Note), as the case may be, of authorized denominations.


 


(f)      The
transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance
with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor
of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the
form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest
in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 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 relevant
Global Note. Subject to Section 313, 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 such Global Note and to debit the
account of the Person making the transfer the beneficial interest in the Global Note being transferred.


 




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(g)      Any
Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(c) shall, unless such
exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in
Section 203 and Section 313, bear the Private Placement Legend.


 


(h)      Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through designated
Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions
of Section 313.


 


Section 313.    Special Transfer Provisions.


 


(1)      Transfers
to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note
that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other
applicable requirements of this Indenture (including Section 305) and,


 


(a)       if
(x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the
proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless
otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and


 


(b)       if
the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by
the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information,
if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the
Note Registrar and of the Depositary;


 


whereupon (i) the Note Registrar shall reflect on
its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in
the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant
Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an
Agent Member holding a beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books
and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal
amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt
of an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.


 


(2)       Transfers
to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies
with all other applicable requirements of this Indenture (including Section 305) and,


 




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(a)       if
such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or
has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance
with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating,
or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such 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 QIB
within the meaning of Rule 144A, 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 it 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 its foregoing representations in order to claim the exemption
from registration provided by Rule 144A; and


 


(b)       if
the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to
be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to
be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance
with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books
and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal
amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall
cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of
such transferor Global Note, as the case may be.


 


(3)       Limitation
on Issuance of Physical Notes. No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in
accordance with Section 312 and this Section 313.


 


A beneficial owner of an interest in a Temporary
Regulation S Global Note (and, in the case of any Additional Notes for which no Temporary Regulation S Global Note is issued, any
Regulation S Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case of such interest
in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S Global Note until a date, which must be after
the end of the Restricted Period, on which the Company receives a certificate of beneficial ownership substantially in the form
attached hereto as Exhibit C from such beneficial owner (a “Certificate of Beneficial Ownership”).
Such date, as it relates to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange Date.”


 


(4)       Private
Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing
the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the
requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon
written request of the Company after there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel
are satisfactory to the Company) to the effect that neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act, (iii) with respect to a Regulation S Global
Note (on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note) or Regulation S Physical Note,
in each case with the agreement of the Company, or (iv) such Notes are sold or exchanged pursuant to an effective registration
statement under the Securities Act.


 




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(5)       Other
Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the Company to do so, a transfer
not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable
provisions of this Section 313, upon the furnishing by the proposed transferor or transferee of a written opinion of
counsel (which opinion and counsel are satisfactory to the Company) to the effect that, and such other certifications or information
as the Company may require (including, in the case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2),
(3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form attached hereto as
Exhibit F) to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.


 


A Note that is a Restricted Security may not
be transferred other than as provided in this Section 313. A beneficial interest in a Global Note that is a Restricted
Security may not be exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with
this Section 313.


 


(6)       General.
By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note
only as provided in this Indenture.


 


The Note Registrar shall retain copies of
all letters, notices and other written communications received pursuant to Section 312 or this Section 313
(including all Notes received for transfer pursuant to this Section 313). The Company shall have the right to require
the applicable Note Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices or
other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.


 


In connection with any transfer of any Note,
the Trustee, the Note Registrar and the Company shall be entitled to receive, shall be under no duty to inquire into, may conclusively
presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred
to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee
of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive
such Note and any other facts and circumstances related to such transfer.


 




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ARTICLE IV



COVENANTS


 


Section 401.    Payment of Principal, Premium
and Interest. The Company shall duly and punctually pay the principal of (and premium, if any) and interest on the Notes in
accordance with the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on the Notes shall
be considered paid on the date due if the Company shall have deposited with the Paying Agent (if other than the Company or a wholly-owned
Domestic Subsidiary of the Company) as of 12:00 p.m. New York City time on the due date money in immediately available funds and
designated for and sufficient to pay all principal amount (and premium, if any) and interest then due. At the option of the Company,
payment of interest on a Note may be made through the Paying Agent by wire transfer of immediately available funds to the account
designated to the Company by the Person entitled thereto or by check sent to the address of the Person entitled thereto as such
address shall appear in the Note Register.


 


Section 402.    Maintenance of Office or Agency.
(a)  The Company shall maintain in the United States an office or agency where the Notes may be presented or surrendered
for payment, where the Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location,
and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee; provided that no service of legal process may be made against
the Company at any office of the Trustee.


 


(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 purposes and may from time to time rescind such designations.


 


The Company hereby designates the Corporate
Trust Office of the Trustee, as one such office or agency of the Company in accordance with Section 305.


 


Section 403.    Money for Payments to Be Held
in Trust. If the Company shall at any time act as Paying Agent, it shall, on or before 12:00 p.m., New York City time, on
each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee
in writing of its action or failure so to act.


 




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If the Company is not acting as Paying Agent,
it shall, on or prior to 12:00 p.m., New York City time, on each due date of the principal of (and premium, if any) or interest
on, the Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure so to act.


 


If the Company is not acting as Paying Agent,
the Company shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such Paying Agent shall


 


(1)       hold
all sums held by it for the payment of principal of (and premium, if any) or interest on Notes of such series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)       give
the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal
(and premium, if any) or interest;


 


(3)       at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent; and


 


(4)       acknowledge,
accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and liabilities
of such Paying Agent.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of such Notes, this Indenture or for any other purpose, pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of principal of (and premium, if any) or interest on any Note
and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an applicable
abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease.


 




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Section 404.        [Reserved].


 


Section 405.        SEC
Reports. So long as any Notes are outstanding:


 


(a)         At
any time prior to such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a)
or 15(d) of the Exchange Act, the Company shall furnish or make available to the Trustee (if not publicly available on EDGAR):


 


(i)          (1)
within 135 days following the end of the fiscal year of the Company ending December 31, 2018 and (2) within 120 days following
the end of each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company (or, any Parent
whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to
SEC reporting requirements as a non-accelerated filer) ending thereafter, the consolidated financial statements of the Company
for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and
a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such
financial statements substantially similar to the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” with respect to the consolidated financial statements of Ply Gem Holdings included in the Offering
Memorandum; it being understood that the Company shall not be required to include any separate consolidating financial information
with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any segment reporting, reporting
with respect to non-consolidated subsidiaries, separate financial statements or information for the Company, any Subsidiary Guarantor
or any other affiliate of the Company;


 


(ii)         (A)
within 105 days after the end of the Fiscal Quarter of the Company ending March 31, 2018, (x) the unaudited consolidated
balance sheet and related statements of operations and cash flows of Atrium Corporation and its consolidated subsidiaries for such
fiscal quarter and (y) the unaudited consolidated balance sheet and related statements of operations and cash flows of Ply
Gem Holdings and its consolidated subsidiaries for such fiscal quarter and (B) (1) within 90 days after the end of
each of the Fiscal Quarters of the Company ending June 30, 2018 and September 29, 2018 and (2) within 60 days after the
end of each of the first three Fiscal Quarters of the Company in each fiscal year of the Company (or such longer period as may
be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations
under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the Fiscal
Quarter ending March 30, 2019, the condensed consolidated financial statements of the Company for such quarter prepared in accordance
with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
with respect to such financial statements substantially consistent with the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” with respect to the consolidated financial statements of Ply Gem Holdings
included in the Offering Memorandum; it being understood that the Company shall not be required to include any separate consolidating
financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any segment
reporting, reporting with respect to non-consolidated subsidiaries, separate financial statements or information for the Company,
any Subsidiary Guarantor or any other affiliate of the Company; and


 




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(iii)        information
substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on
the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item
1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant)
of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information
and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after
the date of filing that would have been required for a Current Report on Form 8-K.


 


In addition, to the extent not satisfied by
the foregoing, for so long as the Notes remain subject to this Section 405(a), the Company will furnish to Holders thereof
and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
(as in effect on the Issue Date). In connection with this Section 405, it being understood that the Company shall not be
required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002,
as amended, or related Items 307, 308 and 308T of Regulation S-K under the Securities Act or (b) comply with Rule 3-03(e),
Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act.


 


(b)        Substantially
concurrently with the furnishing or making available to the Trustee of the information specified in Section 405(a) pursuant
thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on
such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be
nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited
to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status
as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis
of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably
satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined
by the Company in good faith, which determination shall be conclusive) (it being understood that, without limitation, making such
reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability),
or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described
in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes,
upon their request.


 




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(c)         Notwithstanding
Section 405(a) and (b), at any time following such time as the Company first becomes required to be subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, notwithstanding that the Company may not be required
to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file
with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding,
the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such
Section 13(a) or 15(d) or would be so required to file if the Company were so subject.


 


(d)        If,
at any time, any audited or reviewed financial statements or information required to be included in any statement or filing pursuant
to Section 405(a) or Section 405(c) are not reasonably available on a timely basis as a result of the Company’s
(or, any Parent’s whose financial statements satisfy the Company’s reporting obligations under this Section 405)
accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC
thereunder), the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this
Section 405) may, in lieu of making such filing or transmitting or making available the financial statements or information,
documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an
alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar
to such required audited or reviewed financial statements or information; provided that (i) the Company (or, any
Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) shall in any
event be required to make such filing and so transmit or make available, as applicable, such audited or reviewed financial statements
or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding
provisions of this paragraph (such initial date, the “Reporting Date”) and (ii) if the Company (or, any
Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) makes such an
election and such filing has not been made, or such information, documents and reports have not been transmitted or made available,
as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per
annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been
made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the
first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable
for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility
to determine if liquidated damages are due or the amount of any such liquidated damages.


 




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The Company will be deemed to have satisfied
the requirements of this Section 405 if any Parent, in the case of Section 405(a), furnishes or makes available information
regarding the Parent of the type otherwise so required with respect to the Company, and in the case of Section 405(c), files
reports under Section 13(a) or 15(d) of the Exchange Act with the SEC via the EDGAR (or successor) filing system and such reports
are publicly available.


 


Subject to Article VII, delivery of
reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the
Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII,
the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405
to file such reports with the SEC or post such reports and information on its website.


 


Section 406.        Statement
as to Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
commencing with the Company’s fiscal year ending December 31, 2018, an Officer’s Certificate to the effect that to
the best knowledge of the signer thereof (on behalf of the Company) the Company is or is not in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture applicable to the Company (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which such signer may have knowledge.


 


Section 407.        Limitation
on Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided,
however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness,
after giving effect to the Incurrence thereof (or, at the Company’s option, on the date of the initial borrowing of such
Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect
to the Incurrence of the entire committed amount of such Indebtedness (such committed amount, a “Coverage Ratio Tested
Committed Amount”), in which case such Coverage Ratio Tested Committed Amount may thereafter be borrowed and reborrowed
in whole or in part, from time to time without further compliance with this proviso), the Consolidated Coverage Ratio would be
equal to or greater than 2.00:1.00.


 


(b)        Notwithstanding
the foregoing Section 407(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:


 




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(i)         Indebtedness
Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances
issued or created thereunder) and Indebtedness Incurred other than pursuant to any Credit Facility, and (without limiting the foregoing),
in each case, any Refinancing Indebtedness in respect thereof, either (I) in a maximum principal amount at any time
outstanding not exceeding in the aggregate an amount equal to the sum of (A) $1,870.0 million, plus (B) the
amount equal to the greater of (x) $333.0 million and (y) 75.0% of Four Quarter Consolidated EBITDA, plus (C) the
amount equal to the greater of (x) $760.0 million and (y) an amount equal to (but not less than zero) (1) the
Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are
Restricted Subsidiaries and then outstanding pursuant to Section 407(b)(ix), plus (D) in the event of any refinancing
of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) Incurred or payable in connection with such refinancing or (II) in an unlimited amount,
if on the date of the Incurrence of such Indebtedness (other than any such Refinancing Indebtedness), after giving effect to such
Incurrence (or, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive
agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed
amount of such Indebtedness (such committed amount, a “Debt Secured Leverage Ratio Tested Committed Amount”),
in which case such Debt Secured Leverage Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in
part, from time to time, without further compliance with this clause) either (x) the Consolidated Secured Leverage Ratio
would be equal to or less than 4.50:1.00 or (y) in the case of Indebtedness being Incurred to finance or refinance, or otherwise
Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation
of any Person with or into the Company or any Restricted Subsidiary, or any other Investment, the Consolidated Secured Leverage
Ratio of the Company would equal or be less than the Consolidated Secured Leverage Ratio of the Company immediately prior to giving
effect thereto; and (in the case of this subclause (II)) any Refinancing Indebtedness with respect to any such Indebtedness (or
Debt Secured Leverage Ratio Tested Committed Amount);


 


(ii)        Indebtedness
(A) of any Restricted Subsidiary to the Company, or (B) of the Company or any Restricted Subsidiary to
any Restricted Subsidiary; provided that, in the case of this Section 407(b)(ii), any subsequent issuance or transfer
of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or
a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by
this Section 407(b)(ii);


 


(iii)       Indebtedness
represented by (A) the Notes (other than Additional Notes), (B) any Indebtedness (other than the Indebtedness under
the Senior Credit Facilities described in Section 407(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding)
on the Issue Date and (C) any Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments)
described in this Section 407(b)(iii) or Section 407(a) above;


 


(iv)       Purchase
Money Obligations, Financing Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto;


 




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(v)        Indebtedness
(A) supported by a letter of credit issued pursuant to any Credit Facility in a principal amount not exceeding the
face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors
of the Company or any of its Restricted Subsidiaries;


 


(vi)       (A) Guarantees
by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted
Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation
of this Section 407), or (B) without limiting Section 413, Indebtedness of the Company or any Restricted
Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted
Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation
of this Section 407);


 


(vii)      Indebtedness
of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of
such Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities,
obligations in respect of earn-outs or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person;


 


(viii)     Indebtedness
of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other
similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation
statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments
or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, (C) Hedging
Obligations, (D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums
in the ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary
course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms
of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or
arrangement, (H) Junior Capital or (I) Bank Products Obligations;


 


(ix)       Indebtedness
(A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred
in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing;
provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not
a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event
such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other
than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by
the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Section
407 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such
Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in
whole or in part as Incurred under this Section 407(b)(ix);


 




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(x)        Contribution
Indebtedness and any Refinancing Indebtedness with respect thereto;


 


(xi)       Indebtedness
of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection
with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with
or into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with
or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition,
merger or consolidation); provided that on the date of such acquisition, merger or consolidation, after giving effect thereto,
either (1) the Company would have a Consolidated Total Leverage Ratio equal to or less than 6.30:1.00, (2) the
Consolidated Total Leverage Ratio of the Company would equal or be less than the Consolidated Total Leverage Ratio of the Company
immediately prior to giving effect thereto or (3) the Consolidated Coverage Ratio of the Company would equal or be greater
than the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto; provided, further,
that if, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive
agreement providing the commitment to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed
amount of such Indebtedness (any such committed amount pursuant to (x) clause (1) or (2) of this proviso, an “Acquisition
Leverage Ratio Tested Committed Amount” and (y) pursuant to clause (3) of this proviso, an “Acquisition
Coverage Ratio Tested Committed Amount”), then such Acquisition Leverage Ratio Tested Committed Amount or Acquisition
Coverage Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without
further compliance with this clause (xi); and any Refinancing Indebtedness with respect to any such Indebtedness (or Acquisition
Leverage Ratio Tested Committed Amount or Acquisition Coverage Ratio Tested Committed Amount);


 


(xii)      Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal
to the greater of $250.0 million and 66.00% of Four Quarter Consolidated EBITDA;


 




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(xiii)     Indebtedness
of the Company or any Restricted Subsidiary Incurred as consideration in connection with or otherwise to finance any acquisition
of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Company
or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time
outstanding not exceeding an amount equal to the greater of $90.0 million and 24.00% of Four Quarter Consolidated EBITDA;


 


(xiv)     Indebtedness
issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with Section 407(a), and any
Refinancing Indebtedness with respect thereto;


 


(xv)      Indebtedness
of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater
of $130.0 million and 35.00% of Four Quarter Consolidated EBITDA; and


 


(xvi)     Indebtedness
of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of Restricted
Payments which could be made at the time of such Incurrence pursuant to Section 409(b)(vi), (b)(vii) or (b)(xv);
and any Refinancing Indebtedness with respect thereto; provided that the Incurrence of Indebtedness in reliance on amounts
available for making Restricted Payments pursuant to any of the foregoing clauses of Section 409 shall reduce the amount
available under any such applicable clause by an amount equal to the outstanding principal amount of such Indebtedness.


 




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(c)        For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or
of any other Person who could have Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien
or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument
or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant
to Section 407(b) meets the criteria of more than one of the types of Indebtedness described in Section 407(b), the
Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness
in one or more of the clauses or subclauses of Section 407(b) (including in part under one such clause or subclause and
in part under another such clause or subclause); provided that (if the Company shall so determine) any Indebtedness Incurred
pursuant to (x) Section 407(b)(xii), Section 407(b)(xiii) or Section 407(b)(xv) shall cease
to be deemed Incurred or outstanding for purposes of such clause or subclause but shall be deemed Incurred for the purposes of
Section 407(a) from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such
Indebtedness under Section 407(a) without reliance on such clause or subclause and (y) Section 407(b)(i)(I)(B)
shall cease to be deemed Incurred or outstanding pursuant to such subclause but shall be deemed Incurred for purposes of Section
407(b)(i)(II) from and after the first date on which the Company or a Restricted Subsidiary could have Incurred such Indebtedness
under Section 407(b)(i)(II) without reliance on such subclause; (iii) in the event that Indebtedness could be
Incurred in part under Section 407(a), the Company, in its sole discretion, may classify a portion of such Indebtedness
as having been Incurred under Section 407(a) and the remainder of such Indebtedness as having been Incurred under Section
407(b); (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall
be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount
of Indebtedness outstanding under any clause or subclause of this Section 407 shall be determined after giving effect to
the application of proceeds of any such Indebtedness to refinance any such other Indebtedness; (vi) if any commitments
in respect of revolving or deferred draw Indebtedness are established in reliance on any provision of paragraph (b) above measured
by reference to a percentage of Four Quarter Consolidated EBITDA, at the Company’s option, on the date of the initial borrowing
of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro
forma effect to the Incurrence of the entire committed amount of such Indebtedness (such committed amount, a “Grower Tested
Committed Amount”) may thereafter be borrowed and reborrowed, in whole or in part, from time to time, irrespective of
whether or not such Incurrence would cause such percentage of Four Quarter Consolidated EBITDA to be exceeded and such Grower Tested
Committed Amount shall be deemed outstanding pursuant to such basket so long as such commitments are in effect; (vii) if
any Indebtedness is Incurred to refinance Indebtedness (or unutilized commitments in respect of Indebtedness) initially Incurred
(or established) (or, to refinance Indebtedness Incurred (or commitments established)) to refinance Indebtedness initially Incurred
(or commitments initially established) in reliance on any provision of Section 407(b) measured by reference to a percentage
of Four Quarter Consolidated EBITDA at the time of Incurrence and such refinancing would cause such percentage of Four Quarter
Consolidated EBITDA to be exceeded if calculated based on the percentage of Four Quarter Consolidated EBITDA on the date of such
refinancing, such percentage of Four Quarter Consolidated EBITDA shall not be deemed to be exceeded (and such refinancing Indebtedness
shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness does not exceed an amount equal to
the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums
and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing; and
(viii) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance
Indebtedness initially Incurred) in reliance on any provision of Section 407(b) measured by a dollar amount, such dollar
amount shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the principal
amount of such newly Incurred Indebtedness does not exceed an amount equal to the principal amount of such Indebtedness being refinanced,
plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and
unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness
Incurred by the Company on the Issue Date under the Senior Credit Facilities shall be classified as Incurred under Section 407(b),
and not under Section 407(a), and may not later be reclassified.


 




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(d)        For
purposes of determining compliance with any provision of Section 407(b) (or any category of Permitted Liens described
in the definition thereof) measured by a dollar amount or by reference to a percentage of Four Quarter Consolidated EBITDA, in
each case, for the Incurrence of Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent
principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate
in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of
revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such
Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue
Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in
a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable provision of Section
407(b) (or category of Permitted Liens) measured by a dollar amount or by reference to a percentage of Four Quarter Consolidated
EBITDA to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision
of Section 407(b) (or category of Permitted Liens) measured by a dollar amount or by reference to a percentage of Four Quarter
Consolidated EBITDA shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being
refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including
accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent
principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to a Senior Credit Facility shall be calculated
based on the relevant currency exchange rate in effect on, at the Company’s option, (A) the Issue Date, (B) any
date on which any of the respective commitments under such Senior Credit Facility shall be reallocated between or among facilities
or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder or (C) the date
of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different
currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies
in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.


 


Section 408.        [Reserved].


 


Section 409.        Limitation
on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly,
to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such
payment in connection with any merger or consolidation to which the Company is a party) except (x) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the
Company or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution,
to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem,
retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary
(other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion
of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire
or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations
(other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase,
repurchase, redemption, defeasance or other acquisition or retirement) or (iv) make any Investment (other than a Permitted
Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or
retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Company or
such Restricted Subsidiary makes such Restricted Payment after giving effect thereto:


 




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(1)        an
Event of Default shall have occurred and be continuing (or would result therefrom);


 


(2)        the
Company could not Incur at least an additional $1.00 of Indebtedness pursuant to Section 407(a); or


 


(3)        the
aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to
be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution
of the Board of Directors) declared or made subsequent to the Issue Date and then outstanding would exceed, without duplication,
the sum of:


 


(A)        50.0%
of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on the first day of the Fiscal
Quarter of the Company in which the Issue Date occurs to the end of the most recent Fiscal Quarter ending prior to the date of
such Restricted Payment for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy
the Company’s reporting obligations under Section 405) are available (or, in case such Consolidated Net Income shall
be a negative number, 100.0% of such negative number);


 


(B)         the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Company, which determination shall be conclusive)
of property or assets received (x) by the Company as capital contributions to the Company after the Issue Date or from
the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Issue
Date (other than Excluded Contributions and Contribution Amounts) or (y) by the Company or any Restricted Subsidiary
from the Incurrence by the Company or any Restricted Subsidiary after the Issue Date of Indebtedness that shall have been converted
into or exchanged for Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent, plus the amount
of any cash and the fair value (as determined in good faith by the Company, which determination shall be conclusive) of any property
or assets, received by the Company or any Restricted Subsidiary upon such conversion or exchange;


 




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(C)         (i)
the aggregate amount of cash and the fair value (as determined in good faith by the Company, which determination shall be conclusive)
of any property or assets received after the Issue Date from dividends, distributions, interest payments, return of capital, repayments
of Investments or other transfers of assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary after
the Issue Date, including dividends or other distributions related to dividends or other distributions made pursuant to Section
409(b)(x), plus (ii) the aggregate amount resulting from the redesignation after the Issue Date of any Unrestricted
Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); and


 


(D)         in
the case of any disposition or repayment of any Investment constituting a Restricted Payment after the Issue Date (without duplication
of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments),
the aggregate amount of cash and the fair value (as determined in good faith by the Company, which determination shall be conclusive)
of any property or assets received by the Company or a Restricted Subsidiary after the Issue Date with respect to all such dispositions
and repayments.


 


(b)        The
provisions of Section 409(a) do not prohibit any of the following (each, a “Permitted Payment”):


 


(i)         (x) any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company (“Treasury
Capital Stock”) or any Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise
of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or
out of the proceeds of the issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Company,
in each case other than Excluded Contributions and Contribution Amounts; provided that the Net Cash Proceeds from such issuance,
sale or capital contribution shall be excluded in subsequent calculations under Section 409(a)(3)(B) and (y) if
immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were permitted pursuant to
Section 409(b)(xi), dividends on such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate
amount per annum of dividends so permitted on such Treasury Capital Stock;


 




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(ii)        any
purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (v) made
by exchange for, or out of the proceeds of the Incurrence of, Indebtedness of the Company or any of its Restricted Subsidiaries
or Refinancing Indebtedness Incurred in compliance with Section 407, (w) from Net Available Cash or an equivalent
amount to the extent permitted by Section 411, (x) following the occurrence of a Change of Control (or other
similar event described therein as a “change of control”), but only if the Company shall have complied with
Section 415 and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby,
prior to purchasing or repaying such Subordinated Obligations, (y) constituting Acquired Indebtedness or (z)
in an aggregate amount outstanding at any time not exceeding an amount equal to the greater of $70.0 million and 20.00% of Four
Quarter Consolidated EBITDA;


 


(iii)       any
dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof,
as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with
this Section 409;


 


(iv)       Investments
or other Restricted Payments (x) in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions
or (y) without duplication of clause (x), in an amount equal to the lesser of (A) the Net Available Cash from Asset
Dispositions in respect of property or assets acquired after the Issue Date, if and to the extent the acquisition of such property
or assets was financed with Excluded Contributions and (B) an amount equal to the amount of Excluded Contributions applied
to finance such acquisitions of property or assets;


 


(v)        loans,
advances, dividends or distributions by the Company to any Parent (whether made directly or indirectly) to permit any Parent to
repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments
by the Company to repurchase or otherwise acquire Capital Stock of any Parent or the Company (including any options, warrants or
other rights in respect thereof), in each case from current or former Management Investors (including any repurchase or acquisition
by reason of the Company or any Parent retaining any Capital Stock, option, warrant or other right in respect of tax withholding
obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions
not to exceed an amount (net of repayments of any such loans or advances) equal to (x) (1) $35.0 million,
plus (2) $35.0 million multiplied by the number of calendar years that have commenced since the Issue Date, plus (y) the
Net Cash Proceeds received by the Company since the Issue Date from, or as a capital contribution from, the issuance or sale to
Management Investors of Capital Stock (including any options, warrants or other rights in respect thereof), to the extent such
Net Cash Proceeds are not included in any calculation under Section 409(a)(3)(B)(x), plus (z) the cash
proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary (or by any Parent and contributed
to the Company) since the Issue Date to the extent such cash proceeds are not included in any calculation under Section 409(a)(3)(A);
provided that any cancellation of Indebtedness owing to the Company or any Restricted Subsidiary by any current or former
Management Investor in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants or
other rights in respect thereof) from any Management Investor shall not constitute a Restricted Payment for purposes of this Section
409 or any other provision of this Indenture;


 












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(vi)       Restricted
Payments following a Qualified IPO in an amount not to exceed in any fiscal year of the Company the greater of (x) 6.0%
of the aggregate gross proceeds received by the Company (whether directly, or indirectly through a contribution to common equity
capital) in or from such Qualified IPO and (y) 6.0% of Market Capitalization;


 


(vii)      Restricted
Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments
of any such loans or advances) equal to the greater of $100.0 million and 26.50% of Four Quarter Consolidated EBITDA;


 


(viii)     loans,
advances, dividends, distributions or other payments by the Company or any Restricted Subsidiary to any Parent or Investor Partnership
(A) to satisfy or permit any Parent to satisfy obligations under the Transaction Agreements, (B) pursuant
to the Tax Sharing Agreement or (C) to pay or permit any Parent or Investor Partnership to pay (but without duplication)
any Parent Expenses or any Related Taxes;


 


(ix)       payments
by the Company, or loans, advances, dividends or distributions by the Company to any Parent to make payments, to holders of Capital
Stock of the Company or any Parent in lieu of issuance of fractional shares of such Capital Stock;


 


(x)        dividends
or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries;


 


(xi)      
(A) dividends on any Designated Preferred Stock of the Company issued after the Issue Date; provided that at
the time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal
to or greater than 2.00:1.00, (B) loans, advances, dividends or distributions to any Parent to permit dividends on
any Designated Preferred Stock of any Parent issued after the Issue Date if the net proceeds of the issuance of such Designated
Preferred Stock have been contributed to the Company or any of its Restricted Subsidiaries; provided that the aggregate
amount of all loans, advances, dividends or distributions paid pursuant to this subclause (B) shall not exceed the net proceeds
of such issuance of Designated Preferred Stock received by or contributed to the Company or any of its Restricted Subsidiaries
or (C) any dividend on Refunding Capital Stock that is Preferred Stock; provided that at the time of the declaration
of such dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater
than 2.00:1.00;


 


(xii)      Investments
in Unrestricted Subsidiaries in an aggregate amount outstanding at any time not exceeding an amount equal to the greater of $110.0
million and 30.00% of Four Quarter Consolidated EBITDA;


 




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(xiii)     distributions
or payments of Special Purpose Financing Fees;


 


(xiv)     the
declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted
Subsidiary, Incurred in accordance with the terms of Section 407;


 


(xv)      Investments
or other Restricted Payments in an aggregate amount outstanding at any time not to exceed an aggregate amount equal to Declined
Excess Proceeds;


 


(xvi)     (A)
any Restricted Payments of the type described in clauses (i) or (ii) of the definition thereof contained in Section 409(a);
provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio
would be equal to or less than 5.25:1.00 and (B) any Restricted Payments of the type described in clauses (iii) or (iv)
of the definition thereof contained in Section 409(a); provided that on a pro forma basis after giving effect to
such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 5.50:1.00;


 


(xvii)    Restricted
Payments in cash to pay or permit any Parent to pay any amounts payable in respect of guarantees, indemnities, obligations in respect
of earn-outs or other purchase price adjustments, or similar obligations, incurred in connection with the acquisition or disposition
of any business, assets or Person, as long as such business, assets or Person have been acquired by or disposed of by the Company
or a Restricted Subsidiary, or such business, assets or Person (or in the case of a disposition, the Net Available Cash thereof)
have been contributed to the Company or a Restricted Subsidiary; and


 


(xviii)   any
Restricted Payment pursuant to or in connection with the Transactions (including any payments contemplated by the Ply Gem Tax Receivable
Agreement);


 


provided that (A) in the case of clauses (iii)
and (ix) of this Section 409(b), the net amount of any such Permitted Payment shall be included in subsequent calculations
of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately above, the
net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and
(C) solely with respect to clauses (vii), (xvi)(A) and, solely with respect to Restricted Payments of the type
described in clause (iii) of the definition thereof contained in Section 409(a), (xvi)(B) of this Section 409(b), no Event
of Default shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. The amount
of any Investment or other Restricted Payment, if other than in cash, shall be determined in good faith by the Company, which determination
shall be conclusive. The Company, in its sole discretion, may classify any Investment or other Restricted Payment as being made
in part under one of the provisions of this Section 409 (or, in the case of any Investment, the clauses or subclauses of
Permitted Investments) and in part under one or more other such provisions (or, as applicable, such clauses or subclauses).


 






    	 	98	 



     


    

 


Notwithstanding any other provision of this
Indenture, this Indenture shall not restrict any redemption or other payment by the Company or any Restricted Subsidiary made as
a mandatory principal redemption or other payment in respect of Subordinated Obligations pursuant to an “AHYDO saver”
provision of any agreement or instrument in respect of Subordinated Obligations, and the Company’s determination in good
faith (which determination shall be conclusive) of the amount of any such “AHYDO saver” mandatory principal redemption
or other payment shall be conclusive and binding for all purposes under this Indenture.


 


 


Section 410.        Limitation
on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary
to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of
its property or assets to the Company (provided that dividend or liquidation priority between classes of Capital Stock,
or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be
deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:


 


(1)        pursuant
to an agreement or instrument in effect at or entered into on the Issue Date, any Credit Facility, this Indenture or the Notes;


 


(2)        pursuant
to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired
by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed
by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, or any other transaction
entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger,
consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with,
such acquisition, merger, consolidation or transaction); provided that for purposes of this clause (2), if a Person
other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such
Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary,
as the case may be, when such Person becomes such Successor Company;


 


(3)        pursuant
to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred
or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument
referred to in clause (1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement
(an “Amendment”); provided,  however, that the encumbrances and restrictions contained in
any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Holders of the Notes than
encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or
Amendment relates (as determined in good faith by the Company, which determination shall be conclusive);


 




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(4)        (A) pursuant
to any agreement or instrument that restricts in a customary manner (as determined in good faith by the Company, which determination
shall be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject
thereto, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any
property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained
in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Company or a Restricted Subsidiary
to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions
(as determined in good faith by the Company, which determination shall be conclusive) restricting dispositions of real property
interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant
to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on
cash or other deposits or net worth or inventory imposed by customers or suppliers under agreements entered into in the ordinary
course of business, (G) pursuant to customary provisions (as determined in good faith by the Company, which determination
shall be conclusive) contained in agreements and instruments entered into in the ordinary course of business (including but not
limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability
company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (H) that arises or is
agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or such Restricted Subsidiary, (I) pursuant to Hedging Obligations
or Bank Products Obligations or (J) that arises under the terms of documentation governing any factoring agreement or any
similar arrangements that in the good faith determination of the Company, which determination shall be conclusive, are necessary
or appropriate to effect such factoring agreement or similar arrangements;


 


(5)        with
respect to any agreement for the direct or indirect disposition of Capital Stock, property or assets of any Person, imposing restrictions
with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition;


 


(6)        by
reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company
or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable
in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as
a Captive Insurance Subsidiary; or


 




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(7)        pursuant
to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date
pursuant to Section 407 (i) if the encumbrances and restrictions contained in any such agreement or instrument
taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained
in the Initial Agreements (as determined in good faith by the Company, which determination shall be conclusive) or (ii) if
such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable
financings (as determined in good faith by the Company, which determination shall be conclusive) and either (x) the
Company determines in good faith, which determination shall be conclusive, that such encumbrance or restriction will not materially
affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction
applies only if a default occurs under a circumstance described in Section 601(viii) below or in respect of a payment or
financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by or Indebtedness of a Foreign
Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose
Entity.


 


Section 411.        Limitation
on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless:


 


(i)         the
Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair
market value (as of the date on which a legally binding commitment for such Asset Disposition was entered into) of the shares and
assets subject to such Asset Disposition, as such fair market value may be determined in good faith by the Company, whose determination
shall be conclusive (including as to the value of all non-cash consideration);


 


(ii)        in
the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value (as determined in good faith
by the Company, whose determination shall be conclusive, as of the date on which a legally binding commitment for such Asset Disposition
was entered into) of $75.0 million or more, at least 75.0% of the consideration therefor (excluding, in the case of an Asset Disposition
(or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility
for, any liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary
for such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) received by
the Company or any Restricted Subsidiary, is in the form of cash; and


 




    	 	101	 



     


    

 


(iii)       an
amount equal to 100.0% of the Net Available Cash from such Asset Disposition (such amount, the “Net Available Cash Amount”)
is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:


 


(A)        first,
either (x) to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Credit
Facility Indebtedness, any Senior Indebtedness of the Company or any Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary
that is not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or Obligations in respect thereof or (in
the case of letters of credit, bankers’ acceptances or other similar instruments) cash collateralize any such Indebtedness
or Obligations in respect thereof (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary) within
540 days after the later of the date of such Asset Disposition and the date of receipt of such Net Available Cash, or (y) to
the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets (including by means of an investment
in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Company or another Restricted
Subsidiary) within 540 days after the later of the date of such Asset Disposition and the date of receipt of such Net Available
Cash, or, if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than
such 540 days to complete the period of time necessary to complete such project;


 


(B)        second,
to the extent of the balance of such Net Available Cash after application in accordance with clause (A) above (such balance,
the “Excess Proceeds”), to make an offer to purchase the Notes and (to the extent the Company or such Restricted
Subsidiary elects, or is required by the terms thereof) to make an offer to purchase, redeem or repay and/or to purchase, redeem
or repay any other Senior Indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to the conditions of Section
411(b) and Section 411(c) and the agreements or instruments governing such other Senior Indebtedness; and


 


(C)        third,
to the extent of the balance of such Net Available Cash Amount or equivalent amount after application in accordance with clauses (A)
and (B) above (including, an amount equal to the amount of any purchase, redemption or repayment contemplated by clause (B) above
that is declined or not accepted by any applicable holder) (the amount of such balance, “Declined Excess Proceeds”),
to fund (to the extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including
but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations or the making of
other Restricted Payments);


 




    	 	102	 



     


    

  


provided, however, that (1) in
connection with any prepayment, repayment, purchase or redemption of Indebtedness pursuant to clause (A)(x) or (B) above,
the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to
be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased or redeemed; and (2) the
Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net
Available Cash attributable to any given Asset Disposition (provided that such investment shall be made no earlier than
the earliest of notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for the relevant
Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant
to and in accordance with clause (A)(y) above with respect to such Asset Disposition.


 


Notwithstanding the foregoing provision in
Section 411(a)(iii), to the extent that repatriating any or all of the Net Available Cash from any Asset Disposition by
a Foreign Subsidiary (x) would result in material adverse tax consequences to Topco or one of its Subsidiaries or (y) (1)
could reasonably be expected to be prohibited or delayed by applicable local law, (2) is restricted by applicable organizational
documents or any agreement or (3) subject to other organizational or administrative impediments from being repatriated to
the United States (in the case of the foregoing clauses (x) and (y), as determined in good faith by the Company, which determination
shall be conclusive), the portion of such Net Available Cash so affected will not be required to be applied in compliance with
Section 411(a)(iii), and such amounts may be retained by the applicable Foreign Subsidiary; provided that, in the
case of clause (y), the Company shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all
actions reasonably required by the applicable local law, the applicable organizational documents or agreements, the applicable
organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net
Available Cash can be achieved such repatriation will be promptly effected and such repatriated Net Available Cash will be applied
(whether or not repatriation actually occurs) in compliance with Section 411(a)(iii). The time periods set forth in this
Section 411 shall not start until such time as the Net Available Cash may be repatriated whether or not such repatriation
actually occurs.


 


Notwithstanding the foregoing provisions of this Section
411, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount
in accordance with this Section 411 except to the extent that the aggregate Net Available Cash from all Asset Dispositions
or equivalent amount that is not applied in accordance with this Section 411 exceeds $50.0 million, in which case the Company
and the Restricted Subsidiaries shall apply all such Net Available Cash or equivalent amount from such Asset Dispositions in excess
of this $50.0 million threshold in accordance with this Section 411. If the aggregate principal amount of Notes and/or other
Indebtedness of the Company or a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase, redemption
or repayment) in connection with an offer pursuant to clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will
be apportioned between such Notes and such other Indebtedness of the Company or a Restricted Subsidiary, with the portion of the
Excess Proceeds payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by
a fraction, the numerator of which is the outstanding principal amount of such Notes and the denominator of which is the sum of
the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company
or a Restricted Subsidiary, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn.


 


 




    	 	103	 



     


    

 


 


 


 


For
the purposes of Section 411(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments and
Cash Equivalents; (2) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company)
or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on payment of the
principal amount of such Indebtedness in connection with such Asset Disposition; (3) Indebtedness of any Restricted
Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and
each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection
with such Asset Disposition; (4) securities received by the Company or any Restricted Subsidiary from the transferee
that are converted by the Company or such Restricted Subsidiary into cash within 180 days; (5) consideration
consisting of Indebtedness of the Company or any Restricted Subsidiary; (6) Additional Assets; and (7) any
Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset Disposition having
an aggregate fair market value (as determined in good faith by the Company, which determination shall be conclusive), taken together
with all other Designated Noncash Consideration received pursuant to this clause (7), not to exceed an aggregate amount at any
time outstanding equal to the greater of $110.0 million and 30.00% of Four Quarter Consolidated EBITDA (with the fair market value
(as determined in good faith by the Company, which determination shall be conclusive) of each item of Designated Noncash Consideration
being measured on the date a legally binding commitment for such Asset Disposition (or, if later, for the payment of such item)
was entered into and without giving effect to subsequent changes in value).


 


(b)      In
the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 411(a)(iii)(B), the Company will
be required to purchase Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”) at a
purchase price of 100.0% of their principal amount plus accrued and unpaid interest to but not including the date of purchase in
accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 411(c). If the
aggregate purchase price of the Notes tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase
of Notes, the remaining Net Available Cash will be available to the Company and the Restricted Subsidiaries for use in accordance
with Section 411(a)(iii)(B) (to repay other Indebtedness of the Company or a Restricted Subsidiary) or Section 411(a)(iii)(C).
The Company shall not be required to make an Offer for Notes pursuant to this Section 411 if the Net Available Cash available
therefor (after application of the proceeds as provided in Section 411(a)(iii)(A)) is less than $50.0 million for any
particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required
with respect to the Net Available Cash from any subsequent Asset Disposition). No Note will be repurchased in part if less than
$2,000 in original principal amount of such Note would be left outstanding. The provisions under this Indenture relating to the
Company’s obligation to make an Offer for Notes pursuant to this Section 411 may be waived or modified with the written
consent of the Holders of a majority in principal amount of the Notes.


 




    	 	104	 



     


    

 


(c)      The
Company shall, not later than 45 days after the Company becomes obligated to make an Offer pursuant to this Section 411,
send a notice to each Holder with a copy to the Trustee stating: (1) that an Asset Disposition that requires the purchase
of a portion of the Notes has occurred and that such Holder has the right (subject to the prorating described below) to require
the Company to purchase a portion of such Holder’s Notes at a purchase price in cash equal to 100.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, to but not including the date of purchase (subject to the right of Holders
of record on a record date to receive interest on the relevant Interest Payment Date falling prior to or on the purchase date);
(2) the repurchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is
sent, except that such notice may be delivered more than 60 days prior to the purchase date if the purchase date is delayed as
provided in clause (5) of this Section 411(c)); (3) the instructions determined by the Company, consistent
with this Section 411, that a Holder must follow in order to have its Notes purchased; (4) the amount of
the Offer, which amount may be contingent upon the Net Available Cash remaining following the application of Net Available Cash
pursuant to Section 411(a)(iii)(A); and (5) if such notice is sent prior to the date the Net Available Cash
attributable to such Asset Disposition is received, that such offer is conditioned upon receipt of such Net Available Cash and
that the purchase date may, in the Company’s discretion, be delayed until such time as the Net Available Cash is received.
If, upon the expiration of the period for which the Offer remains open, the aggregate principal amount of Notes surrendered by
Holders exceeds the amount of the Offer, the Company shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of
$1,000 in excess thereof shall be purchased).


 


(d)      If
Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw
such Notes in an Offer and the Company purchases all of the Notes of such series validly tendered and not withdrawn by such Holders,
the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days
following such purchase pursuant to such Offer, to redeem all Notes of such series that remain outstanding following such purchase
at a price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of
such redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date falling prior to or on the Redemption Date).


 


(e)      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 this Section 411. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this Section 411, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 411 by virtue thereof.


 




    	 	105	 



     


    

 


Section 412.    Limitation
on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly,
enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving
aggregate consideration in excess of $35.0 million unless (i) the terms of such Affiliate Transaction are not materially
less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time
in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate
consideration in excess of $70.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Board
of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements
set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested
Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally
recognized appraisal or investment banking firm with respect to such Affiliate Transaction.


 


(b)      The
provisions of Section 412(a) will not apply to:


 


(i)        any
Restricted Payment Transaction,


 


(ii)       (1) the
entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan,
program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member,
employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter
entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement,
savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification
or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members,
employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related
interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the
payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by
the Company, such Subsidiary or such Parent, which determination shall be conclusive), (5) any transaction with an
officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more
than $100,000 in any one case, or (6) Management Advances and payments in respect thereof (or in reimbursement of any expenses
referred to in the definition of such term),


 


(iii)      any
transaction between or among any of the Company, one or more Restricted Subsidiaries, or one or more Special Purpose Entities,


 




    	 	106	 



     


    

 


(iv)     any
transaction arising out of agreements or instruments in existence on the Issue Date (other than the Tax Sharing Agreement and any
Transaction Agreement referred to in Section 4.12(b)(vii)), or any amendment, supplement, waiver or other modification thereto
(so long as such amendment, supplement, waiver or other modification is not disadvantageous in any material respect in the good
faith judgment of the Company, whose determination shall be conclusive, to the Holders when taken as a whole as compared to the
applicable agreement or instrument as in effect on the Issue Date), and any payments made pursuant thereto,


 


(v)      any
transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable
determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company
or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an
Affiliate of the Company,


 


(vi)     any
transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any
Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity,


 


(vii)    (1) the
execution, delivery and performance of any obligations under the Tax Sharing Agreement and any Transaction Agreement, and (2) payments
to CD&R, Golden Gate, Kenner or any of their respective Affiliates (x) for any consulting services pursuant to
the CD&R Expense Reimbursement Agreement, the GGC Expense Reimbursement Agreement or as may be approved by a majority of the
Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions,
which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good
faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such
services or activities,


 


(viii)    the
Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses
paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R, Golden Gate, Kenner
and their respective Affiliates,


 


(ix)      any
issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or Junior Capital or any capital contribution
to the Company,


 


(x)       (i)
any investment by any CD&R Investor, GGC Investor or Kenner Investor in securities or loans of the Company or any of its Restricted
Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor, GGC Investor or Kenner Investor in connection
therewith) so long as such investments are being offered generally to investors (other than CD&R Investors, GGC Investors and
Kenner Investors) on the same or more favorable terms and (ii) payments to any CD&R Investor, GGC Investor or Kenner
Investor in respect of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause
(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with
the terms of such securities or loans, and


 




    	 	107	 



     


    

 


(xi)      the
pledge of Capital Stock, Indebtedness or other securities of any Unrestricted Subsidiary or joint venture to lenders to support
the Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively, owed to such lenders.


 


Section 413.    Limitation
on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit
to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person),
whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”),
unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes
or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary,
equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations)
such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the
Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the
release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such
Subsidiary Guarantee, the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303
or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all
of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property
or assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.


 


Section 414.    Future
Subsidiary Guarantors. The Company will cause each Wholly Owned Domestic Subsidiary that guarantees payment by the Company
or any Subsidiary Guarantor of any Indebtedness of the Company or any such Subsidiary Guarantor under either of the Senior Credit
Facilities (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company
or a Subsidiary Guarantor) to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant
to which such Wholly Owned Domestic Subsidiary will guarantee payment of the Notes, whereupon such Wholly Owned Domestic Subsidiary
will become a Subsidiary Guarantor for all purposes under this Indenture. In addition, the Company may, at its option, elect to
cause any Subsidiary that is not a Subsidiary Guarantor to guarantee payment of the Notes and become a Subsidiary Guarantor.


 




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Section 415.    Purchase
of Notes Upon a Change of Control. (a) Upon the occurrence after the Issue Date of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part of such Notes at a purchase price in cash equal to 101.0%
of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repurchase (subject
to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment
Date falling prior to or on the purchase date pursuant to Section 307); provided, however, that the Company
shall not be obligated to repurchase Notes pursuant to this Section 415 in the event that it has exercised its right
to redeem all of the Notes as provided in Article X.


 


(b)      In
the event that, at the time of such Change of Control, the terms of any Credit Facility Indebtedness constituting Designated Senior
Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section 415, then prior to the sending
of the notice to Holders provided for in Section 415(c) but in any event not later than 30 days following the
date the Company obtains actual knowledge of any Change of Control (unless the Company has exercised its right to redeem all the
Notes as provided in Article X), the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay
in full all such Credit Facility Indebtedness subject to such terms or offer to repay in full all such Credit Facility Indebtedness
and repay the Credit Facility Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite
consent under the agreements governing such Credit Facility Indebtedness to permit the repurchase of the Notes as provided for
in Section 415(c). The Company shall first comply with the provisions of the immediately preceding sentence before
it shall be required to repurchase such Notes pursuant to the provisions set forth in this Section 415. The Company’s
failure to comply with the provisions of this Section 415(b) or Section 415(c) shall constitute an Event
of Default under Section 601(iv) and not under Section 601(ii).


 


(c)       Unless
the Company has exercised its right to redeem all the Notes as described in Article X, the Company shall, not later
than 30 days following the date the Company obtains actual knowledge of any Change of Control having occurred, send a notice
(a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change
of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company
to purchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued
and unpaid interest, if any, to but not including the date of purchase (subject to the right of Holders of record on a record date
to receive interest on the relevant Interest Payment Date falling prior to or on the purchase date); (2) the repurchase
date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is sent, except that such
notice may be delivered more than 60 days prior to the purchase date if the purchase date is delayed as provided in clause (4)
of this Section 415(c)); (3) the instructions determined by the Company, consistent with this Section 415,
that a Holder must follow in order to have its Notes purchased; and (4) if such notice is sent prior to the occurrence
of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control and that the purchase date may,
in the Company’s discretion, be delayed until such time as the Change of Control has occurred. No Note will be repurchased
in part if less than $2,000 in original principal amount of such Note would be left outstanding.


 


(d)      The
Company will not be required to make a Change of Control Offer upon a Change of Control if 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.


 




    	 	109	 



     


    

 


(e)          If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series 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 in Section 415(d), purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice,
given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all Notes of such
series that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued
and unpaid interest to but excluding the date of such redemption (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date).


 


(f)       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 this Section 415. To the extent
that the provisions of any securities laws or regulations conflict with the provisions of this Section 415, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Section 415 by virtue thereof.


 


Section 416.    Suspension
of Covenants on Achievement of Investment Grade Rating. (a) If on any day following the Issue Date (a) the Notes
have Investment Grade Ratings from either of the Rating Agencies and (b) no Default has occurred and is continuing
under this Indenture, then, beginning on that day (the “Suspension Date”) subject to the provisions of the following
paragraph, the covenants listed under Section 407, Section 409, Section 410, Section 411,
Section 412, Section 414, Section 501(a)(iii) and Section 501(a)(iv) (collectively, the “Suspended
Covenants”) will be suspended. During any period that the foregoing covenants have been suspended, the Board of Directors
may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with Section 409
as if Section 409 would have been in effect during such period.


 


(b)      If
on any subsequent date both of the Rating Agencies have assigned ratings to the Notes below an Investment Grade Rating, the foregoing
covenants will be reinstated as of and from the time at which the Company obtains actual knowledge of such ratings (any such time,
a “Reversion Time”). The period of time between the Suspension Date and the Reversion Time is referred to as
the “Suspension Period.” Upon such reinstatement, all Indebtedness Incurred during the Suspension Period will
be deemed to have been Incurred under the exception provided by Section 407(b)(iii). With respect to Restricted Payments
made after any such reinstatement, the amount of Restricted Payments will be calculated as if Section 409 had been
in effect prior to, but not during, the Suspension Period. For purposes of Section 411, upon the occurrence of a Reversion
Time the amount of Net Available Cash not applied in accordance with such covenant will be deemed to be reset to zero. In addition,
for purposes of Section 412, all agreements and arrangements entered into by the Company and any Restricted Subsidiary with
an Affiliate of the Company during the Suspension Period prior to such Reversion Time will be deemed to have been entered into
on or prior to the Issue Date, and for purposes of Section 410, all contracts entered into during the Suspension Period
prior to such Reversion Time that contain any of the encumbrances or restrictions subject to such covenant will be deemed to have
been existing on the Issue Date. The Subsidiary Guarantees of the Subsidiary Guarantors will be suspended during the Suspension
Period.


 




    	 	110	 



     


    

 


(c)      During
the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary”
to Section 407 or any provision thereof shall be construed as if such covenant were in effect during the Suspension
Period.


 


Notwithstanding that the Suspended Covenants
may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any actions taken by the Company
or any Subsidiary (including, for the avoidance of doubt any failure to comply with the Suspended Covenants) or other events that
occurred during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of events that
occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted, without causing a
Default or Event of Default or breach of any kind under this Indenture, to honor, comply with or otherwise perform any contractual
commitments or obligations entered into during a Suspension Period following a Reversion Time and to consummate the transactions
contemplated thereby.


 


(d)      The
Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of the occurrence of any Suspension Date
or any Reversion Time, but failure to so notify the Trustee shall not invalidate the occurrence of any Suspension Date or Reversion
Time and shall not constitute a Default or Event of Default by the Company. The Trustee shall have no independent obligation to
determine if a Suspension Period has commenced or terminated or to notify Holders regarding the same.


 


ARTICLE V



SUCCESSORS


 


Section 501.     When
the Company May Merge, Etc. (a) The Company will not consolidate with or merge with or into, or convey, lease or otherwise
transfer all or substantially all its assets to, any Person, unless:


 


(i)        the
resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not
the Company) will expressly assume all the obligations of the Company under the Notes and this Indenture by executing and delivering
to the Trustee a supplemental indenture or one or more other documents or instruments in form reasonably satisfactory to the Trustee;


 




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(ii)       immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary
at the time of such transaction), no Default will have occurred and be continuing;


 


(iii)      immediately
after giving effect to such transaction, either (A) the Company (or, if applicable, the Successor Company with respect
thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a) or (B) the Consolidated
Coverage Ratio of the Company (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated
Coverage Ratio of the Company immediately prior to giving effect to such transaction;


 


(iv)     each
Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its
Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall
have delivered a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee, confirming
its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction);
and


 


(v)      the
Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such
consolidation, merger or transfer complies with the provisions described in this Section 501(a); provided that (x) in
giving such opinion such counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (ii)
and (iii) and as to any matters of fact and (y) no Opinion of Counsel will be required for a consolidation, merger
or transfer described in Section 501(b).


 


Any Indebtedness that becomes an obligation
of the Company (or, if applicable, the Successor Company with respect thereto) or any Restricted Subsidiary (or that is deemed
to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken
in compliance with this Section 501, and any Refinancing Indebtedness with respect thereto, shall be deemed to have
been Incurred in compliance with Section 407.


 


(b)      Clauses (ii)
and (iii) of Section 501(a) will not apply to any transaction in which the Company consolidates or merges with or into
or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the
purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation,
limited liability company, partnership or other entity or (y) a Restricted Subsidiary of the Company so long as all
assets of the Company and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted
Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.
Section 501(a) will not apply to (1) any transaction in which any Restricted Subsidiary consolidates with, merges
into or transfers all or part of its assets to the Company or (2) the Transactions.


 




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(c)      For
purposes of this Section 501, so long as at the time of any Minority Business Disposition or any Minority Business Offering
the Minority Business Disposition Condition is met, the Minority Business Assets shall not be deemed at any time to constitute
all or substantially all of the assets of the Company, and any sale or transfer of all or any part of the Minority Business Assets
(whether directly or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any
Person holding such assets, or any consolidation or merger, or any combination thereof, and whether in one or more transactions,
or otherwise, including any Minority Business Offering or any Minority Business Disposition) shall not be deemed at any time to
constitute a consolidation with or merger with or into, or conveyance, transfer or lease of all or substantially all of the assets
of the Company to, any Person.


 


Section 502.        Successor
Company Substituted. Upon any transaction involving the Company in accordance with Section 501 in which the Company
is not the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, and thereafter the predecessor Company shall be relieved of all obligations and covenants
under this Indenture, except that the predecessor Company in the case of a lease of all or substantially all its assets shall not
be released from the obligation to pay the principal of and interest on the Notes.


 


ARTICLE VI



REMEDIES


 


Section 601.    Events
of Default. An “Event of Default” means the occurrence of the following:


 


(i)      a
default in any payment of interest on any Note when due, continued for 30 days;


 


(ii)     a
default in the payment of principal of any Note when due, whether at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration of acceleration or otherwise;


 


(iii)    the
failure by the Company to comply with its obligations under Section 501(a);


 


(iv)   the
failure by the Company to comply for 30 days after the notice specified in the penultimate paragraph of this Section 601
with any of its obligations under Section 415 (other than a failure to purchase the Notes);


 


(v)    the
failure by the Company to comply for (x) 180 days after the notice specified in the penultimate paragraph of this
Section 601 with any of its obligations under Section 405 or (y) 60 days after the notice specified
in the penultimate paragraph of this Section 601 with its other agreements contained in the Notes or this Indenture;


 




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(vi)   the
failure by any Subsidiary Guarantor to comply for 45 days after the notice specified in the penultimate paragraph of this
Section 601 with its obligations under its Subsidiary Guarantee;


 


(vii)       the
failure by the Company or any Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owed to
the Company or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds
$75.0 million or its foreign currency equivalent; provided that no Default or Event of Default will be deemed to occur with
respect to any such Indebtedness that is paid or otherwise acquired or retired (or for which such failure to pay or acceleration
is waived or rescinded) within 20 Business Days after such failure to pay or such acceleration;


 


(viii)      the
taking of any of the following actions by the Company or a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:


 


(A)         the
commencement of a voluntary case;


 


(B)         the
consent to the entry of an order for relief against it in an involuntary case;


 


(C)         the
consent to the appointment of a Custodian of it or for any substantial part of its property; or


 


(D)         the
making of a general assignment for the benefit of its creditors;


 


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


 


(A)         is
for relief against the Company or any Significant Subsidiary in an involuntary case;


 


(B)         appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or


 


(C)         orders
the winding up or liquidation of the Company or any Significant Subsidiary;


 


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


 




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(x)     the
rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually
received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the
event any appeal thereof shall be unsuccessful, or that the Company has determined there exists reasonable evidence that such amount
will be reimbursed by the insurer or indemnifying party and such amount is not denied by the applicable insurer or indemnifying
party in writing within 180 days and is reimbursed within 365 days of the date of such evidence) in excess of $75.0 million or
its foreign currency equivalent against the Company or a Significant Subsidiary that is not discharged, supported by a letter of
credit or bonded or insured by a third Person, if such judgment or decree remains outstanding for a period of 90 days following
such judgment or decree and is not discharged, waived or stayed; or


 


(xi)    the
failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except
as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor
that is a Significant Subsidiary of its obligations under this Indenture or any Subsidiary Guarantee (other than by reason of the
termination of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such
Subsidiary Guarantee or this Indenture), if such Default continues for 10 days.


 


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body.


 


The term “Bankruptcy Law”
means Title 11, United States Code, or any similar Federal, state or foreign law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


However, a Default under Section 601(iv),
Section 601(v) or Section 601(vi) will not constitute an Event of Default until the Trustee or the
Holders of at least 30.0% in principal amount of the Outstanding Notes (which contain such Defaults) notify the Company in writing
of the Default and the Company does not cure such Default within the time specified in such clause after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”
When a Default or an Event of Default is cured, it ceases.


 


The Company shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default
under Section 601(vii) or Section 601(x) and any event that with the giving of notice or the
lapse of time would become an Event of Default under Section 601(iv), Section 601(v) or Section 601(vi),
its status and what action the Company is taking or proposes to take with respect thereto.


 




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Section 602.    Acceleration
of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 601(viii)
or Section 601(ix) with respect to the Company) occurs and is continuing, unless otherwise specified for Notes of any series
in the applicable Notes Supplemental Indenture, as contemplated by Section 301, the Trustee by written notice to the Company,
or the Holders of at least 30.0% in principal amount of the Outstanding Notes (which contain such Defaults) by written notice to
the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a
“notice of acceleration,” may declare the principal of and accrued but unpaid interest on all the Notes to be due and
payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately.


 


Notwithstanding the foregoing, if an Event
of Default specified in Section 601(viii) or Section 601(ix) with respect to the Company occurs and is continuing,
unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by Section
301, the principal of and accrued but unpaid interest on all the Outstanding Notes will ipso facto become immediately
due and payable without any declaration or other act on the part of the Trustee or any Holders.


 


The Holders of a majority in principal amount
of the Outstanding Notes (which contain such Event of Default which has been accelerated) by notice to the Company and the Trustee
may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except non-payment of principal or interest that has become due solely because of such
acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.


 


Section 603.    Other
Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated
under this Section 603 to, pursue any available remedy to collect the payment of principal of or interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture. If an Event of Default specified in Section 601(i)
or 601(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful)
and the amounts provided for in Section 707.


 


Section 604.    Trustee
May File Proofs of Claim. The Trustee may 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 and the Holders allowed in any judicial proceedings relative to the Company or any other
obligor upon the Notes, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf
of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make 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 it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee
under Section 707.


 




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No provision of this Indenture 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 thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


 


Section 605.    Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been
recovered.


 


Section 606.    Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article VI shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account
of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


First: to the payment of
all amounts due the Trustee under Section 707;


 


Second: to the payment
of the amounts then due and unpaid upon the Notes for principal (and premium, if any) and interest, in respect of which or for
the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest, respectively; and


 


Third: to the Company.


 


Section 607.    Limitation
on Suits. No Holder may pursue any remedy with respect to this Indenture or the Notes unless:


 


(i)      such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)    Holders
of at least 30.0% in principal amount of the Outstanding Notes (which contain such Event of Default) have requested the Trustee
in writing to pursue the remedy;


 


(iii)    such
Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


 


(iv)   the
Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity;
and


 




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(v)    Holders
of a majority in principal amount of the Outstanding Notes have not given the Trustee a written direction inconsistent with such
request within such 60-day period.


 


A Holder may not use this Indenture to affect,
disturb or prejudice the rights of another Holder, to obtain a preference or priority over another Holder or to enforce any right
under this Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders.


 


Section 608.    [Reserved].


 


Section 609.    Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Note and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, any other obligor upon the Notes, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 610.    Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 611.    Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 612.    Control
by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (which contain the
Event of Default for which a remedy is being enforced) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee; provided
that


 


(1)       such
direction shall not be in conflict with any rule of law or with this Indenture, and


 




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(2)       the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or, subject to Section 701, that the Trustee determines is
unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any
action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.


 


Section 613.    Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (which contain
such Default) may on behalf of the Holders of all the Notes waive any past Default hereunder and its consequences, except a Default


 


(1)       in
the payment of principal of or interest on any Note (which may only be waived with the consent of each Holder of Notes affected),
or


 


(2)       in
respect of a covenant or provision hereof that pursuant to the second paragraph of Section 902 cannot be modified or
amended without the consent of the Holder of each Outstanding Note affected.


 


Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but
no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In case
of any such waiver, the Company, any other obligor upon the Notes, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Notes, respectively.


 


Section 614.    Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture or the Notes, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant. This Section 614 shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more
than 10.0% in principal amount of the Outstanding Notes (which contain the applicable Event of Default), or to any suit instituted
by any Holder for the enforcement of the payment of principal of (or premium, if any) or interest on any Note on or after the respective
Stated Maturity or Interest Payment Dates expressed in such Note.


 




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Section 615.    Waiver
of Stay, Extension or Usury Laws. The Company agrees (to the extent that it may lawfully do so) that it shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any
usury or other similar law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company
from paying all or any portion of the principal of (or premium, if any) or interest on the Notes contemplated herein or in the
Notes or 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 shall not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE VII



THE TRUSTEE


 


Section 701.    Certain
Duties and Responsibilities. (a) Except during the continuance of an Event of Default,


 


(1)       the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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; but in the case of any such certificates or opinions that by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture, but need not verify the contents thereof.


 


(b)      In
case 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 their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(c)      No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) 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 612.


 


(d)      No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.


 




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(e)      Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.


 


Section 702.    Notice
of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee must send within 90 days after
it occurs, to all Holders as their names and addresses appear in the Note Register, notice of such Default hereunder known to the
Trustee unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default
in the payment of principal of, or premium, if any, or interest on, any Note, the Trustee may withhold notice if and so long as
the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.


 


Section 703.    Certain
Rights of Trustee. Subject to the provisions of Section 701:


 


(1)       the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)       any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order thereof,
and any resolution of any Person’s board of directors shall be sufficiently evidenced if certified by an Officer of such
Person as having been duly adopted and being in full force and effect on the date of such certificate;


 


(3)      whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officer’s Certificate of the Company;


 


(4)       the
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)       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 of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 




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(6)       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, note, other evidence of indebtedness or other paper
or document;


 


(7)       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;


 


(8)       to
the extent permitted by applicable law, the Trustee shall not be liable to any Person for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised
of the likelihood of such loss or damage; and


 


(9)       the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


Section 704.    Not
Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Company and any other obligor upon the Notes in connection with the registration of any Notes or Subsidiary
Guarantees issued hereunder are and will be true and accurate subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of any series of Notes or the proceeds
thereof.


 


Section 705.    May
Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company,
in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Note Registrar or such other agent.


 


Section 706.    Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.


 




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Section 707.    Compensation
and Reimbursement. The Company agrees,


 


(1)       to
pay to the Trustee from time to time the reasonable compensation agreed to by the Company in writing for all services rendered
by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(2)       except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred
by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful
misconduct; and


 


(3)       to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful
misconduct on the Trustee’s part, arising out of or in connection with the administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


The Company need not pay for any settlement made without its
consent (which consent shall not be unreasonably withheld). The provisions of this Section 707 shall survive the termination
of this Indenture or the resignation and removal of the Trustee.


 


The Trustee shall have a claim prior to the
Notes for payment of all amounts due the Trustee under this Section 707 on all money or property held or collected
by the Trustee, other than money or property held in trust to pay the principal of and interest on any Notes.


 


Section 708.    Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall eliminate
such interest, apply to the SEC for permission to continue as Trustee with such conflict or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. The Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to Initial Notes and Additional Notes, or a trustee under
any other indenture between the Company and the Trustee.


 


Section 709.    Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder. The Trustee shall be a Person
that is eligible pursuant to the TIA to act as such and has a combined capital and surplus of at least $50.0 million. If any
such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 709 and to the extent permitted by the TIA, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 709,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 




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Section 710.Resignation and Removal;
Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements
of Section 711.


 


The Trustee may resign at any time by giving
written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 711
shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


The Trustee may be removed at any time by
Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Trustee and to the Company.


 


If at any time:


 


(1)       the
Trustee shall fail to comply with Section 708 after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Note for at least six months, or


 


(2)       the
Trustee shall cease to be eligible under Section 709 and shall fail to resign after written request therefor by the
Company or by any such Holder, or


 


(3)       the
Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the Company may remove
the Trustee, or (B) subject to Section 614, any Holder who has been a bona fide Holder of a Note for at
least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company shall promptly appoint
a successor Trustee and shall comply with the applicable requirements of Section 711. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 711,
become the successor Trustee and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 711,
then, subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 






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The Company shall give notice of each resignation
and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 110.
Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.


 


Notwithstanding the replacement of the Trustee
pursuant to this Section 710, the Company’s obligations under Section 707 shall continue for the
benefit of the retiring Trustee.


 


Section 711.Acceptance of Appointment
by Successor. In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to above.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VII.


 


Section 712.Merger, Conversion, Consolidation
or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution
or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


 


Section 713.Preferential Collection
of Claims Against the Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), the Trustee shall be subject to the provisions of the TIA regarding the collection of claims against the Company (or
any such other obligor) or realizing on certain property received by it in respect of such claims.


 






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Section 714.Appointment of Authenticating
Agent. With respect to Notes of any series, the Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate
such Notes. Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument
shall be promptly furnished to the Company. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication (or execution of a certificate of authentication)
by the Trustee includes authentication (or execution of a certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.


 


ARTICLE VIII



HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY


 


Section 801.The Company to Furnish
Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 


(1)       semi-annually,
not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of such series as of such Regular Record Date, and


 


(2)       at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that if and to the extent and
so long as the Trustee shall be the Note Registrar, no such list need be furnished pursuant to this Section 801.


 


Section 802.Preservation of Information;
Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses
of Holders contained in the most recent list, if any, furnished to the Trustee as provided in Section 801 and the names
and addresses of Holders received by the Trustee in its capacity as Note Registrar; provided, however, that if and
so long as the Trustee shall be the Note Registrar, the Note Register shall satisfy the requirements relating to such list. None
of the Company, any Subsidiary Guarantor or the Trustee or any other Person shall be under any responsibility with regard to the
accuracy of such list. The Trustee may destroy any list furnished to it as provided in Section 801 upon receipt of
a new list so furnished.


 






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The rights of Holders to communicate with
other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights and privileges
of the Trustee, shall be as provided by the TIA.


 


Every Holder of Notes, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company, nor the Trustee, nor any agent of any of them, shall
be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.


 


Section 803.Reports by Trustee.
Within 60 days after each April 1, beginning with April 1, 2019, the Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided
pursuant thereto for so long as any Notes remain outstanding. A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee or any applicable listing agent with each stock exchange upon which any Notes are listed, with
the SEC and with the Company. The Company shall notify the Trustee when any Notes are listed on any stock exchange, but any failure
to so notify the Trustee shall not constitute a Default or Event of Default by the Company.


 


ARTICLE IX



AMENDMENT, SUPPLEMENT OR WAIVER


 


Section 901.Without Consent of Holders.
Without the consent of any Holder, the Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement
this Indenture or the Notes for any of the following purposes:


 


(1)       to
cure any ambiguity, mistake, omission, defect or inconsistency,


 


(2)       to
provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under this Indenture or any
Note,


 


(3)       to
provide for uncertificated Notes in addition to or in place of certificated Notes,


 


(4)       to
secure the Notes,


 


(5)       to
evidence a successor Trustee,


 


(6)       to
add Guarantees with respect to the Notes, or to confirm and evidence the release, termination or discharge of any Guarantee or
Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture or
the Notes,


 






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(7)       to
add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power conferred upon the Company,


 


(8)       to
provide for or confirm the issuance of Initial Notes or Additional Notes,


 


(9)       to
conform the text of this Indenture (including any supplemental indenture or any other instrument pursuant to which Additional Notes
are issued), the Notes (including any Additional Notes) or any Subsidiary Guarantee to any provision of the “Description
of Notes” section of the Offering Memorandum, or, with respect to any Additional Notes and any supplemental indenture or
other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” section of the Offering
Memorandum relating to the issuance of such Additional Notes solely to the extent that such “Description of Notes”
section provides for terms of such Additional Notes that differ from the terms of the Initial Notes, in accordance with Section
301,


 


(10)       to
make any change that does not materially adversely affect the rights of any Holder under the Notes or this Indenture, or


 


(11)       to
comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA or otherwise.


 


Section 902.With Consent of Holders.
The Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture or the Notes with
the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional
Notes, if any, and including consents obtained in connection with a tender offer or exchange offer for Notes) and the Holders of
not less than a majority in aggregate principal amount of the Outstanding Notes (including Additional Notes, if any, and including
consents obtained in connection with a tender offer or exchange offer for Notes) by notice to the Trustee may waive any existing
Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the
Notes or any Subsidiary Guarantee; provided that (x) if any such amendment or waiver will only affect one series
of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a majority
in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with
a tender offer or exchange offer for Notes) shall be required and (y) if any such amendment or waiver by its terms
will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects
other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding
(including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required.


 



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Notwithstanding the provisions of this Section 902,
without the consent of Holders of at least 90.0% of the principal amount of the Notes affected, an amendment or waiver, including
a waiver pursuant to Section 613, may not:


 


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


 


(ii)       reduce
the rate of or extend the time for payment of interest on any Note;


 


(iii)       reduce
the principal of or extend the Stated Maturity of any Note;


 


(iv)       reduce
the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section 6
of the applicable Notes Supplemental Indenture;


 


(v)       make
any Note payable in money other than that stated in such Note;


 


(vi)       amend
or waive the legal right of any Holder of any Note to receive payment of principal of and interest on such Note on or after the
respective Stated Maturity for such principal or Interest Payment Date for such interest expressed in such Note, or to institute
suit for the enforcement of any such payment on or after such respective Stated Maturity or Interest Payment Date; or


 


(vii)       make
any change in the amendment or waiver provisions described in this paragraph.


 


Any amendment, supplement or waiver consented
to by Holders of at least 90.0% of the principal amount of the Notes affected will be binding on any non-consenting Holder of the
Notes affected.


 


It shall not be necessary for the consent
of the Holders under this Section 902 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 902 becomes effective, the Company shall send to the Holders, with a copy to the Trustee, a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement
or waiver.


 


Section 903.Execution of Amendments,
Supplements or Waivers. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX
if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel
to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture,
that all conditions precedent to such amendment, supplement or waiver required by this Indenture have been complied with and that
such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date or the
Business Day immediately following the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture
pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion
of Counsel shall be required (x) on the Issue Date or the Business Day immediately following the Issue Date for the execution
of any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable,
or Guarantor Supplemental Indenture and (y) in connection with the execution of any documents reasonably requested by the
Company to evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 1303 or any
Guarantor Supplemental Indenture.


 






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Section 904.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 that Note or any Note that evidences all or any part of the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph of this Section 904,
any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note by written notice to the Trustee or
the Company, received by the Trustee or the Company, as the case may be, before the date on which the Trustee receives an Officer’s
Certificate from the Company certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver. 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 as set forth in Section 108.


 


After an amendment, supplement or waiver becomes
effective, it shall bind every Holder of Notes.


 


Section 905.[Reserved].


 


Section 906.Notation on or Exchange
of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee shall (if required by the Company
and in accordance with the specific direction of the Company) request the Holder of the Note to deliver it to the Trustee. The
Trustee shall (if required by the Company and in accordance with the specific direction of the Company) place an appropriate notation
on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the 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.


 






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ARTICLE X



REDEMPTION OF NOTES


 


Section 1001.Applicability of Article.
Notes of or within any series that are redeemable in whole or in part before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as
contemplated by Section 301) in accordance with this Article X.


 


Section 1002.[Reserved].


 


Section 1003.Election to Redeem; Notice
to Trustee. In case of any redemption at the election of the Company of less than all of the Notes of any series, the Company
shall, at least two Business Days (but not more than 60 days (except that such notice may be delivered more than 60 days prior
to the Redemption Date if the Redemption Date is delayed as provided in Section 6 of the applicable Notes Supplemental Indenture)),
prior to the date on which notice is required to be sent or caused to be sent to Holders pursuant to Section 1005,
notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed, but failure to so notify the Trustee
shall not invalidate any notice given in accordance with Section 1005 and shall not constitute a Default or Event of Default
by the Company.


 


Section 1004.Selection by Trustee of
Notes to Be Redeemed. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as
contemplated by Section 301, in the case of any partial redemption, selection of the Notes for redemption will be made
by the Trustee not more than 60 days prior to the Redemption Date (except that such notice may be delivered more than 60 days prior
to the Redemption Date if the Redemption Date is delayed as provided in Section 6 of the applicable Notes Supplemental Indenture)
on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate,
in integral multiples of $1,000, although no Note of $2,000 in original principal amount or less will be redeemed in part.


 


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. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for
redemption.


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Note redeemed
or to be redeemed only in part, to the portion of the principal amount of such Note that has been or is to be redeemed.


 






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Section 1005.Notice of Redemption.
Subject to the final paragraph of Section 110, unless otherwise specified for Notes of any series in the applicable
Notes Supplemental Indenture, as contemplated by Section 301, notice of redemption or purchase as provided in Section 1001
shall be given electronically or, at the Company’s option, by first-class mail, postage prepaid, mailed not less than 10
nor more than 60 days prior to the Redemption Date (except that such notice may be delivered more than 60 days prior to the Redemption
Date if such notice is issued in connection with the defeasance of Notes pursuant to Section 1201 or a satisfaction and
discharge of this Indenture pursuant to Section 1101 or of such Notes pursuant to Section 1102, or if the Redemption
Date is delayed as provided in Section 6 of the applicable Notes Supplemental Indenture), to each Holder of Notes to be redeemed,
at such Holder’s address appearing in the Note Register.


 


Any such notice shall state:


 


(1)       the
expected Redemption Date,


 


(2)       the
redemption price (or the formula by which the redemption price will be determined),


 


(3)       if
less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the portion of
the respective principal amounts) of the Notes to be redeemed,


 


(4)       that,
on the Redemption Date, the redemption price will become due and payable upon each such Note, and that, unless the Company defaults
in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest thereon shall cease to accrue from and after said date, and


 


(5)       the
place where such Notes are to be surrendered for payment of the redemption price.


 


In addition, if such redemption, purchase or notice is subject
to satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, as permitted by Section 6
of the applicable Notes Supplemental Indenture, such notice shall describe each such condition, and if applicable, shall state
that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall
be satisfied (or waived by the Company in its sole discretion), or such redemption or purchase may not occur and such notice may
be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may
not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.


 


The Company may provide in such notice that
payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed
by another Person.


 






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Notice of such redemption or purchase of Notes
to be so redeemed or purchased at the election of the Company shall be given by the Company or, at the Company’s request
(made to the Trustee at least 15 days (or such shorter period as shall be reasonably satisfactory to the Trustee) prior to the
Redemption Date), by the Trustee in the name and at the expense of the Company. Any such request will set forth the information
to be stated in such notice, as provided by this Section 1005.


 


The notice if mailed in the manner herein
provided shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other Note.


 


Section 1006.Deposit of Redemption
Price. On or prior to 12:00 p.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided
in Section 403) an amount of money sufficient to pay the redemption price of, and any accrued and unpaid interest on,
all the Notes or portions thereof which are to be redeemed on that date.


 


Section 1007.Notes Payable on Redemption
Date. Notice of redemption having been given as provided in this Article X, the Notes so to be redeemed shall,
on the Redemption Date, become due and payable at the redemption price herein specified and from and after such date (unless the
Company shall default in the payment of the redemption price or the Paying Agent is prohibited from paying the redemption price
pursuant to the terms of this Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Company at the redemption price. Installments of interest whose Interest
Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant
Regular Record Dates according to their terms and the provisions of Section 307.


 


On and after any Redemption Date, if money
sufficient to pay the redemption price of and any accrued and unpaid interest on Notes called for redemption shall have been made
available in accordance with Section 1006, the Notes (or the portions thereof) called for redemption will cease to
accrue interest and the only right of the Holders of such Notes (or portions thereof) will be to receive payment of the redemption
price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such Notes (or portions
thereof) to but not including the Redemption Date. If any Note (or portion thereof) called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by the Note (or portion thereof).


 


Section 1008.Notes Redeemed in Part.
Any Note that is to be redeemed only in part shall be surrendered at the Place of Payment (with due endorsement by, or a written
instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or its attorney duly authorized
in writing) and the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver
to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered (or
if the Note is a global note, an adjustment shall be made to the schedule attached thereto).


 






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ARTICLE XI



SATISFACTION AND DISCHARGE


 


Section 1101.Satisfaction and Discharge
of Indenture. The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except
as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding
Notes and this Indenture, when


 


(i)       either


 


(a)       all
Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation; or


 


(b)       all
such Notes not theretofore cancelled or delivered to the Trustee for cancellation


 


(1)       have
become due and payable,


 


(2)       will
become due and payable at their Stated Maturity within one year, or


 


(3)       have
been called for redemption, or are to be called for redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


(ii)       the
Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination
thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not previously cancelled
or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in
the case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided
that if such redemption shall be made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the
amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to
be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by
the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in
trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined
on such date);


 






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(iii)       the
Company has paid or caused to be paid all other sums then payable hereunder by the Company; and


 


(iv)       the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions
precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been
complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including
as to compliance with the foregoing clauses (i), (ii) and (iii)).


 


Notwithstanding the satisfaction and discharge
of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall
have been deposited with the Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103
shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption
in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction
and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture)
shall survive such satisfaction and discharge until the Redemption Date shall have occurred.


 


Section 1102.Satisfaction and Discharge
of Notes of a Series. The Outstanding Notes of any series shall be discharged and shall cease to be of further effect (except
as to any surviving rights of registration of transfer or exchange of such Notes herein expressly provided for), and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the
Outstanding Notes of such series, when


 


(i)       either


 


(a)       all
Notes of such series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation;
or


 


(b)       all
Notes of such series not theretofore cancelled or delivered to the Trustee for cancellation


 






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(1)       have
become due and payable,


 


(2)       will
become due and payable at their Stated Maturity within one year, or


 


(3)       have
been called for redemption, or are to be called for redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


(ii)       the
Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination
thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not previously cancelled
or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in
the case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided
that if such redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the
amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to
be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by
the Company in good faith, and (y) of the Company must irrevocably deposit or cause to be deposited additional money
in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined
on such date);


 


(iii)       the
Company has paid or caused to be paid all other sums then payable hereunder by the Company; and


 


(iv)       the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions
precedent provided for in this Section 1102 relating to the satisfaction and discharge of the Notes of such series
have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact
(including as to compliance with the foregoing clauses (i), (ii) and (iii)).


 


Notwithstanding the satisfaction and discharge
of the Notes of any series, if such satisfaction and discharge is effected through redemption in accordance with Section 1102(i)(b)(3),
the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X
(and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Redemption
Date shall have occurred.


 






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Section 1103.Application of Trust Money.
Subject to the provisions of the last paragraph of Section 403, all money and/or U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 1101 or Section 1102 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through
any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest
on the Notes; but such money need not be segregated from other funds except to the extent required by law.


 


ARTICLE XII



DEFEASANCE OR COVENANT DEFEASANCE


 


Section 1201.The Company’s Option
to Effect Defeasance or Covenant Defeasance. The Company may, at its option, at any time, elect to have terminated the obligations
of the Company with respect to Outstanding Notes and to have terminated all of the obligations of the Subsidiary Guarantors with
respect to the Subsidiary Guarantees, in each case, as set forth in this Article XII, and elect to have either Section 1202
or 1203 be applied to all of the Outstanding Notes (the “Defeased Notes”), upon compliance with the conditions
set forth below in Section 1204. Either Section 1202 or Section 1203 may be applied to the Defeased
Notes to any Redemption Date or the Stated Maturity of the Notes.


 


Section 1202.Defeasance and Discharge.
Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the
Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the Subsidiary
Guarantors shall be deemed to have been released and discharged from their obligations with respect to the Subsidiary Guarantees
on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented
by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205
and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company, and each of the Subsidiary
Guarantors shall be deemed to have satisfied all other obligations under such Notes, the Subsidiary Guarantees and this Indenture
insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully
set forth in such Section, payments in respect of principal of and premium, if any, and interest on such Notes when such payments
are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305,
306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including the Trustee’s rights (and the Company’s obligations) under Section 707, and (d) this
Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not
be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the
Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise
of its option under Section 1203 with respect to the Notes.


 






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Section 1203.Covenant Defeasance.
Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1203, (a) the
Company shall be released from its obligations under any covenant or provision contained in Section 405, Sections 407
through 415, and the provisions of clauses (iii), (iv) and (v) of Section 501(a) shall not apply,
and (b) the occurrence of any event specified in clause (iv), (v) (with respect to Section 405, Sections 407
through 415, inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or
(xi) of Section 601 shall be deemed not to be or result in an Event of Default, in each case with respect to the
Defeased Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent
or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants or provisions, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means
that, with respect to the Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 601, but, except as specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected
thereby.


 


Section 1204.Conditions to Defeasance
or Covenant Defeasance. The following shall be the conditions to application of either Section 1202 or Section
1203 to the Outstanding Notes:


 


(1)       The
Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government Obligations,
or a combination thereof, in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium,
if any, and interest on the Defeased Notes issued by the Company to the Stated Maturity or relevant Redemption Date in accordance
with the terms of this Indenture and the Notes (provided that if such redemption is made pursuant to Section 6(c) of
the applicable Notes Supplemental Indenture, (x) the amount of money or U.S. Government Obligations or a combination
thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium
calculated as of the date of such deposit, as calculated by the Company in good faith and (y) the Company must irrevocably
deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as
necessary to pay the Applicable Premium as determined on such date);


 


(2)       No
Default or Event of Default shall have occurred and be continuing on the date of such deposit;


 






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(3)       Such
deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by which it is bound;


 


(4)       In
the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel from
Debevoise & Plimpton LLP or other counsel in the United States to the effect that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has
been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm to the effect that, the Holders of the Outstanding Notes will not recognize income, gain or loss for Federal income tax
purposes as a result of such Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Defeasance had not occurred; provided that such Opinion of Counsel need
not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section  403) not theretofore delivered to the Trustee for cancellation
have become due and payable, will become due and payable at their Stated Maturity within one year, or have been called for redemption
or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


(5)       In
the case of an election under Section 1203, the Company shall have delivered to the Trustee an Opinion of Counsel from
Debevoise & Plimpton LLP or other counsel in the United States to the effect that the Holders of the Outstanding Notes will
not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; and


 


(6)       The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from Debevoise & Plimpton
LLP or other counsel in the United States, each to the effect that all conditions precedent provided for in this Section 1204
relating to either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as
the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate
as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters
of fact.


 


Section 1205.Deposited Money and U.S.
Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or such other Person that would qualify to act as successor trustee under Article VII, collectively and solely for
purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of
the Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes
of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


 






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The Company shall pay and indemnify the Trustee
and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited by the Company pursuant to Section 1204, or the principal, premium, if any, and interest received in respect
thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes.


 


Anything in this Article XII to
the contrary notwithstanding, the Trustee shall deliver to the Company from time to time, upon Company Request, any money or U.S.
Government Obligations held by it as provided in Section 1204 that, in the opinion of a nationally recognized accounting
or investment banking firm expressed in a written certification thereof to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII,
the Trustee shall not incur any liability to any Person by relying on such opinion.


 


Section 1206.Reinstatement. If
the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 1202
or 1203, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations of the Company and the Subsidiary Guarantors under this Indenture,
the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202
or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S.
Government Obligations in accordance with Section 1202 or 1203, as the case may be; provided, however,
that if the Company or any Subsidiary Guarantor makes any payment of principal, premium, if any, or interest on any Note following
the reinstatement of its obligations, the Company or Subsidiary Guarantor, as the case may be, shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying
Agent.


 


Section 1207.Repayments to the Company.
The Trustee shall pay to the Company upon Company Request any money held by it for the payment of principal or interest that remains
unclaimed for two years after the Stated Maturity or the Redemption Date, as the case may be. After payment to the Company, Holders
entitled to money must look to the Company for payment as general creditors unless an applicable abandoned property law designates
another Person and all liability of the Trustee or Paying Agent with respect to such money shall thereupon cease.


 






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ARTICLE XIII



SUBSIDIARY GUARANTEES


 


Section 1301.Guarantees Generally.


 


(a)       Guarantee
of Each Subsidiary Guarantor. Each Subsidiary Guarantor, as primary obligor and not merely as surety, hereby jointly and severally,
irrevocably and fully and unconditionally Guarantees, on an unsecured senior basis, the punctual payment when due, whether at Stated
Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether
for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Subsidiary
Guarantors being herein called the “Subsidiary Guaranteed Obligations”).


 


The obligations of each Subsidiary Guarantor
will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor (including, but not limited to, any Guarantee by it of any Credit Facility Indebtedness) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in
the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.


 


(b)       Further
Agreements of Each Subsidiary Guarantor. (i) Each Subsidiary Guarantor hereby agrees that (to the fullest extent permitted
by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture,
the Notes or the obligations of the Company or any other Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder,
the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof,
any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same,
whether or not a notation concerning its Subsidiary Guarantee is made on any particular Note, or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.


 


(ii)       Each
Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) the benefit of 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 covenants that (except as otherwise provided in Section 1303)
its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this
Indenture and this Subsidiary Guarantee. Such Subsidiary Guarantee is a guarantee of payment and not of collection. Each Subsidiary
Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes
and the Trustee, on the other hand, subject to this Article XIII, (1) the maturity of the obligations
guaranteed by its Subsidiary Guarantee may be accelerated as and to the extent provided in Article VI for the purposes
of such Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed by such Subsidiary Guarantee, and (2) in the event of any acceleration of such obligations
as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable
by such Subsidiary Guarantor in accordance with the terms of this Section 1301 for the purpose of such Subsidiary Guarantee.
Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any
other steps under any security for the Subsidiary Guaranteed Obligations or against the Company or any other Person or any property
of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Subsidiary Guarantors
of their obligations under their respective Subsidiary Guarantees or under this Indenture.


 






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(iii)       Until
terminated in accordance with Section 1303, each Subsidiary Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant
part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted
by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


(c)       Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary Guarantee shall have the right to seek contribution
from the Company or any non-paying Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations
in respect of which such payment or distribution is made, so long as the exercise of such right does not impair the rights of the
Holders under the Subsidiary Guarantees.


 


(d)       Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and that its Subsidiary Guarantee, and the waiver set forth in Section 1305, are knowingly made in
contemplation of such benefits.


 


(e)       Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses
(including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary
Guarantee.


 






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Section 1302.Continuing Guarantees.
(a) Each Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain
in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity,
purchase, redemption, defeasance, retirement or other acquisition) and all other Subsidiary Guaranteed Obligations then due and
owing, (ii) be binding upon such Subsidiary Guarantor and (iii) inure to the benefit of and be enforceable
by the Trustee, the Holders and their permitted successors, transferees and assigns.


 


(b)       The
obligations of each Subsidiary Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if
at any time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder
and under its Subsidiary Guarantee (whether such payment shall have been made by or on behalf of the Company, or by or on behalf
of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization
of the Company, or any Subsidiary Guarantor or otherwise, all as though such payment had not been made.


 


Section 1303.Release of Subsidiary
Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination
and discharge under the circumstances described in this Section 1303. Any Subsidiary Guarantor will automatically and
unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon
terminate and be discharged and of no further force or effect, (i) concurrently with any direct or indirect sale or
disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein, or any other transaction, in accordance
with the terms of this Indenture (including Section 411 and Section 501), following which such Subsidiary Guarantor
is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is (or, substantially
concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the
Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under its Guarantee of payment
by the Company and all other Subsidiary Guarantors of any Indebtedness of the Company and such other Subsidiary Guarantors under
the Senior Credit Facilities (including by reason of ceasing to be a borrower under the Senior ABL Facility) (it being understood
that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary
Guarantee shall be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee
pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into
the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation
of such Subsidiary Guarantor following the transfer of all of its assets to any of the Company and the other Subsidiary Guarantors,
(iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Domestic
Subsidiary of the Company, (v) during the Suspension Period (it being understood that upon the occurrence of a Reversion
Time, such Subsidiary Guarantee shall be reinstated to the extent that such Subsidiary would then be required to provide a Subsidiary
Guarantee pursuant to Section 414), upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary
that is not a Subsidiary Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon
liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor,
(vi) upon Defeasance or Covenant Defeasance of the Company’s obligations, or satisfaction and discharge of this
Indenture pursuant to Section 1101, or (vii) subject to Section 1302(b), upon payment in full
of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing.
In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed
to by the Trustee), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor
of any Indebtedness of the Company or such other Subsidiary Guarantor under the Senior Credit Facilities to be unconditionally
released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged
and of no further force or effect.


 






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Upon any such occurrence specified in this Section 1303,
the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably
requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.


 


Section 1304.[Reserved].


 


Section 1305.Waiver of Subrogation.
Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the
Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and
this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including any
right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder
of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common
law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any
Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be
deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of
the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes,
whether matured or unmatured, in accordance with the terms of this Indenture.


 


Section 1306.Notation Not Required.
Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any Subsidiary Guarantee
or any release, termination or discharge thereof.


 


Section 1307.Successors and Assigns
of Subsidiary Guarantors. All covenants and agreements in this Indenture by each Subsidiary Guarantor shall bind its respective
successors and assigns, whether so expressed or not.


 






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Section 1308.Execution and Delivery
of Subsidiary Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor
pursuant to Section 414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor
pursuant to Section 414, to promptly execute and deliver to the Trustee a Guarantor Supplemental Indenture, or a supplemental
indenture otherwise in form reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms
set forth in this Article XIII.


 


Section 1309.Notices. Notice to
any Subsidiary Guarantor shall be sufficient if addressed to such Subsidiary Guarantor care of the Company at the address, place
and manner provided in Section 109.


 




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


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	/s/ Theresa A. Gore
	 	 	Name: Theresa A. Gore
	 	 	Title:   Vice President and Secretary


 


[Signature Page to Pisces Indenture]


 




    	 		 



     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Joseph P. O’Donnell
	 	 	Name: Joseph P. O’Donnell
	 	 	Title:   Vice President


 


[Signature Page to Pisces Indenture]


 




    	 		 



     


    

 


EXHIBIT A


 


Form of Initial Note1


(FACE OF
NOTE)


 


PISCES MIDCO, INC.


 


[     ]% Senior Notes due 20[ ]


 


CUSIP No. [       ]2/
[       ]3


No. __________$ ________


 


Pisces Midco, Inc., a corporation duly organized
and existing under the laws of the state of Delaware (and its successors and assigns, the “Company”), hereby
promises to pay to ________________, or its registered assigns, the principal sum of $________________ ([                         ]
United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with
Sections 312 and 313 of the Indenture referred to on the reverse hereof)]4 (the “Principal Amount”)
on [         ], 20[  ]. The Company hereby promises to pay interest semi-annually
in arrears on [     ] and [        ] in each year, commencing
[         ], 20[  ], at the rate of [     ]% per
annum (subject to adjustment as provided below), until the Principal Amount is paid or made available for payment. [Interest on
this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or
duly provided for or, if no interest has been paid, from the Issue Date.]5 [Interest on this Note will accrue (or will
be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid
or duly provided for or, if no such interest has been paid, from __________, ____6.]7 Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which
shall be the [    ] or [      ] (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture.


 





 












		1	Insert
any applicable legends as provided in Article II of the Indenture.





		2	Insert
for Rule 144A Note only.





		3	Insert
for Regulation S Note only.





		4	Include
only if the Note is issued in global form.





		5	Include
only for Initial Notes.





		6	Insert
applicable date.





		7	Include
only for Additional Notes.






  






    		A-1	 



     


    




 


Payment of principal of (and premium, if any)
and interest on this Note will be made at the Corporate Trust Office of the Trustee, or such other office or agency of the Company
maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made
through the Paying Agent by wire transfer or immediately available funds to the account designated to the Company by the Person
entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.


 


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 




    		A-2	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	 	PISCES MIDCO, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    		A-3	 



     


    

 


This is one of the Notes referred to in the
within-mentioned Indenture.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:


 




    		A-4	 



     


    

 


(REVERSE OF NOTE)


 


This Note is one of the duly authorized issue
of [     ]% Senior Notes due 20[    ] of the Company (herein called the “Notes”), issued under an Indenture, dated
as of April 12, 2018 (the “Indenture,” which term shall have the meaning assigned to it in such instrument),
among Pisces Midco, Inc., a corporation duly organized and existing under the laws of the state of Delaware (the “Company”),
as issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust, National Association, in its capacity
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and Holders
are referred to the Indenture for a statement of such terms. To the maximum extent permitted by law, in the case of any conflict
between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. Additional Notes may be issued
from time to time in one or more series under the Indenture and (except as provided in Section 902 of the Indenture) will vote
as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture.


 


All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


This Note may hereafter be entitled to certain
other senior Subsidiary Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the Indenture
for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof. Neither the Company
nor any Subsidiary Guarantor shall be required to make any notation on this Note to reflect any Subsidiary Guarantee or any such
release, termination or discharge.


 


The Notes are redeemable, at the Company’s
option, in whole or in part, as provided in the Indenture and the [[    ] Supplemental Indenture, dated as
of [           ], 20[  ], [between][among] the Company [, the
Subsidiary Guarantors party thereto] and the Trustee].8


 


The Indenture provides (as and to the extent
set forth therein) that, upon the occurrence after the Issue Date of a Change of Control, each Holder will have the right to require
that the Company repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal
amount thereof plus accrued and unpaid interest, if any, to but not including the date of such repurchase (subject to the
right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling
prior to or on the purchase date); provided, however, that the Company shall not be obligated to repurchase Notes
in the event it has exercised its right to redeem all the Notes as provided in the Indenture.


 





 



		8	Revise
to reflect appropriate parties.



 






    		A-5	 



     


    

  


The Notes will not be entitled to the benefit
of a sinking fund.


 


The Indenture contains provisions for defeasance
at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect
to this Note, in each case upon compliance with certain conditions set forth in the Indenture.


 


[If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.]9


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of at least a majority in principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company and its Subsidiaries with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 30.0% in principal
amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such remedy in respect of
such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to it against any loss, liability or
expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed
herein.


 





 






		9	Include
unless otherwise provided in the Notes Supplemental Indenture establishing the applicable series of Notes.



 






    		A-6	 



     


    




 


 


As provided in the Indenture and subject to
certain limitations and other provisions therein set forth, (a) the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees,
(b) the Notes are issuable only in fully registered form without coupons in minimum denominations of $2,000 and any
integral multiple of $1,000 in excess thereof, and (c) the Notes are exchangeable for a like aggregate principal amount
of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable in connection therewith.


 


Prior to due presentment of this Note for
registration or transfer, the Company, any other obligor in respect of this Note, the Trustee and any agent of any of them may
treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and none of the Company, any other obligor in respect of this Note, the Trustee nor any such agent shall be affected by notice
to the contrary.


 


No director, officer, employee, incorporator
or stockholder, as such, of the Company, any Subsidiary Guarantor or any other obligor in respect of any Note or any Subsidiary
of any thereof shall have any liability for any obligation of the Company, any Subsidiary Guarantor or any other obligor in respect
of any Note under the Indenture, the Notes, or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason
of, any such obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.


 


THE INDENTURE AND THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF
THIS NOTE AND (BY ITS ACCEPTANCE OF THIS NOTE) THE HOLDER HEREOF AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL
OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THE INDENTURE, THIS NOTE, OR THE SUBSIDIARY GUARANTEES.


 




    		A-7	 



     


    

 


[FORM OF CERTIFICATE OF TRANSFER]


 


FOR VALUE RECEIVED the undersigned holder
hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer Identification No.


 


(Please print or typewrite name and address including zip code
of assignee)


 


 








 






 


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing






 






 


attorney to transfer such Note on the books of the Company with
full power of substitution in the premises.


 


Check One


 


		 ̈	 (a)	this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended,
provided by Rule 144A thereunder.



 


or


 


		 ̈	 (b)	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.



 


If neither of the foregoing boxes is checked, the Trustee or
other Note Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless
and until the conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture shall have
been satisfied.


 





	Date:	 	 
	 	 	 












 






    		A-8	 



     


    




  





		NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change
whatsoever.










 


	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.


 




    		A-9	 



     


    

 


TO BE COMPLETED BY PURCHASER IF (a) 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 of 1933, as amended, 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.


 


	Dated:	 	 	 	 
	 	 	NOTICE:  To be executed by an executive officer


 




    		A-10	 



     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have this Note purchased by the Company pursuant to Section 411 or Section 415 of
the Indenture, check the box:  ̈.


 


If you wish to have a portion of this Note
purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, state the amount (in principal amount) below:


 


$ ___________________


 


Date: 
                                       


 


Your Signature:                                            


 


(Sign exactly as your name appears on the other side of this
Note)


 


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.


 




    		A-11	 



     


    

 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in
this Global Note have been made:


 





	Date of

Exchange	 	Amount of decreases

in Principal

Amount of this

Global Note	 	Amount of increases

in Principal

Amount of this

Global Note	 	Principal amount

of this Global Note

following such

decreases or increases	 	Signature

of authorized

signatory of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 










 



    		A-12	 



     


    

 


EXHIBIT B


 


[Reserved]


 




    	 	B-1	 



     


    

 


EXHIBIT C


 


Form of Certificate of Beneficial Ownership


 


On or after [__________], 20[  ]


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

[address]

Attention: 10


 


Re:PISCES MIDCO, INC. (the “Company”)


 


[     ]% Senior Notes due [    ],
20[  ] (the “[    ] Notes”)


 


Ladies and Gentlemen:


 


This letter relates to $________ principal
amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global
Note”). Pursuant to Section 313(3) of the Indenture dated as of April 12, 2018, relating to the Notes (as amended,
supplemented, waived or otherwise modified, the “Indenture”), we hereby certify that (1) we are
the beneficial owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note and (2) we
are either (i) a Non-U.S. person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation
S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or
(ii) a U.S. person who purchased securities in a transaction that did not require registration under the Act.


 


You, the Company, and counsel for the Company
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in
this certificate have the meanings set forth in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[Name of Holder]
	 	 	 
	 	By:	 
	 	 	Authorized Signature





 


 









		10	Insert
successor address or Trustee, as applicable.



 




    	 	C-1	 



     


    

 


EXHIBIT D


 


Form of Regulation S Certificate


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

[address]

Attention: 11


 


Re:PISCES MIDCO, INC. (the “Company”)


 


[     ]% Senior Notes due [    ],
20[  ] (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $________
aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly, we hereby certify as follows:


 


1. The offer of the Notes was
not made to a person in the United States (unless such person or the account held by it for which it is acting is excluded from
the definition of “U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances described in Rule 902(h)(3)
of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad.


 


2. Either (a) at the
time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably
believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities
of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged
with a buyer in the United States.


 


3. No directed selling efforts
have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as
applicable.


 


4. The proposed transfer of Notes
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


5. If we are a dealer or a person
receiving a selling concession or other fee or remuneration in respect of the Notes, and the proposed transfer takes place before
end of the distribution compliance period under Regulation S, or we are an officer or director of the Company or a distributor,
we certify that the proposed transfer is being made in accordance with the provisions of Rules 903 and 904 of Regulation S.


 





 



		11	Insert
successor address or Trustee, as applicable.



 






    		D-1	 



     


    

  


6. If the proposed transfer takes
place before the end of the distribution compliance period under Regulation S, the beneficial interest in the Notes so transferred
will be held immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream (as defined in such Indenture).


 


7. We have advised the transferee
of the transfer restrictions applicable to the Notes.


 


You, the Company, and counsel for the Company
are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[NAME OF SELLER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Address:


 


Date of this Certificate: _________________, 20__


 




    		D-2	 



     


    

 


EXHIBIT E


 


Form of Supplemental Indenture in Respect
of Subsidiary Guarantees


 


SUPPLEMENTAL INDENTURE, dated as of [_________]
(this “Supplemental Indenture”), among [name of Guarantor(s)] (the “Subsidiary Guarantor(s)”),
[name of Company] (the “Company”), and each other then-existing Subsidiary Guarantor under the Indenture referred to
below (the “Existing Guarantors”), and [name of Trustee], as Trustee under the Indenture referred to below (the
“Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company, any Existing Guarantors
and the Trustee have heretofore become parties to an Indenture, dated as of April 12, 2018 (as amended, supplemented, waived or
otherwise modified, the “Indenture”), providing for the issuance of Notes in series;


 


WHEREAS, Section 1308 of the Indenture
provides that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;


 


WHEREAS, each Subsidiary Guarantor desires
to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the
financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the
Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s
access to working capital through the Company’s access to revolving credit borrowings and term borrowings under the Senior
Credit Agreements; and


 


WHEREAS, pursuant to Section 901 of the
Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without
the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company,
the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 






    		E-1	 



     


    




 


2.       Agreement
to Guarantee. [The][Each] Subsidiary Guarantor hereby agrees, jointly and severally with [all] [any] other Subsidiary Guarantors
and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms
and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits
of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.


 


3.       Termination,
Release and Discharge. [The][Each] Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force
or effect, and [the][each] Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary
Guarantee, as and when provided in Section 1303 of the Indenture.


 


4.       Parties.
Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of [the][each] Subsidiary Guarantor’s Subsidiary Guarantee
or any provision contained herein or in Article XIII of the Indenture.


 


5.       Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT
TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.


 


7.       Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.


 


8.       Headings.
The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 




    		E-2	 



     


    

 


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


 


	 	[NAME OF SUBSIDIARY GUARANTOR(S)],  
	 	as Subsidiary Guarantor
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


	 	[NAME OF COMPANY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	[NAME],
	 	as Trustee
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:


  




    		E-3	 



     


    

 


EXHIBIT F


 


Form of Certificate from Acquiring Institutional
Accredited Investors


 


WILMINGTON TRUST, NATIONAL ASSOCIATION

[address]

Attention: 12


 


Re:PISCES MIDCO, INC. (the “Company”)


 


[     ]% Senior Notes due [    ],
20[   ] (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $________
aggregate principal amount of Notes, we confirm that:


 


1.       We
understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture
dated as of April 12, 2018, relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”)
and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with,
such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).


 


2.       We
understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate
or otherwise dispose of any Notes within one year after the original issuance of the Notes, we will do so only (A) to
the Company or a Subsidiary, (B) inside the United States to a “qualified institutional buyer” in compliance
with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes to you a signed letter substantially in the form of this letter, (D) outside
the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant to
an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the
Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the Indenture.


 


3.       We
understand that, on any proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last
date the Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to
furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably
require to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.


 





 



		12	Insert
successor address or Trustee, as applicable.



 






    		F-1	 



     


    

  


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we and any accounts for which we are acting are acquiring the Notes for investment purposes and
not with a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able
to bear the economic risk of our or its investment.


 


5.       We
are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


You, the Company and counsel to the Company
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	(Name of Transferee)
	 	 	 
	 	By:	 
	 	 	Authorized Signature


 




    		F-2	 



     


    

 


EXHIBIT G


 


FORM OF SUPPLEMENTAL INDENTURE ESTABLISHING
A SERIES OF NOTES


 


[NAME OF COMPANY]


 


as Issuer


 


and


 


the Subsidiary Guarantors from time to time
party to the Indenture


 


and


 


[NAME]


 


as Trustee


 


____


 


[            ]
SUPPLEMENTAL INDENTURE


 


DATED AS OF [     ],
20[ ]


 


____


 


[     ]% Senior Notes Due 20[ ]


 




    		G-1	 



     


    

  


[          ]13
SUPPLEMENTAL INDENTURE, dated as of [_________], 20[   ] (this “Supplemental Indenture”),
among [name of Company] (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred
to below (the “Subsidiary Guarantors”), and [NAME], as Trustee under the Indenture referred to below.


 


WITNESSETH:


 


WHEREAS, the Company, the Subsidiary Guarantors
and the Trustee, are party to an Indenture, dated as of April 12, 2018 (as amended, supplemented, waived or otherwise modified,
the “Indenture”), relating to the issuance from time to time by the Company of Notes;


 


WHEREAS, Section 901(8) of the Indenture
provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein;


 


WHEREAS, in connection with the issuance of
the [] Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture
to establish the forms and terms of the [] Notes as hereinafter described; and


 


WHEREAS, pursuant to Section 901 of the
Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without
the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors
and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:


 


1. Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined. The words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


 


2. Title of Notes. There shall be
a series of Notes of the Company designated the “[  ]%14 Senior Notes due 20[ ]”15
(the “[]16 Notes”).


 





 






		13	Insert
supplement number.





		14	Insert
interest rate.





		15	Insert
year during which the maturity date falls.





		16	Insert
title of notes.




 






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3. Maturity Date. The final Stated
Maturity of the [] Notes shall be [[              ],
20[ ]].17


 


4. Interest and Interest Rates. Interest
on the Outstanding principal amount of [                 ]
Notes will accrue at the rate of [    ]%18 per annum and will be payable semi-annually in arrears
on [[    ] and [                    ]]19
in each year, commencing on [[         ], 20[ ]],20 to holders of
record on the immediately preceding [[    ] and [                   ]],21
respectively (each such [        ] and [              ],
a “Regular Record Date”). Interest on the [] Notes will accrue from the most recent date to which interest
has been paid or provided for or, if no interest has been paid, from [              ],
20[ ], except that interest on any Additional [          ] Notes (as defined
below) issued on or after the first Interest Payment Date will accrue (or will be deemed to have accrued) from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional [         ]
Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional [            ]
Notes (or if the date of issuance of such Additional [      ] Notes is an Interest Payment Date,
from such date of issuance); provided that if any [      ] Note issued in exchange therefor
are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such
exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.


 


5. [No] Limitation on Aggregate Principal
Amount. The aggregate principal amount of [        ] Notes that may be authenticated
and delivered and Outstanding under the Indenture is [not limited][limited to $[         ]].22
[The aggregate principal amount of the [] Notes shall initially be $[         ]23
million.]24 [The aggregate principal amount of the [        ] Notes issued
pursuant to this Supplemental Indenture shall be $[      ] million.]25 Subject to Section
407 of the Indenture, the Company may from time to time, without the consent of the Holders, create and issue Additional Notes
having the same terms and conditions as the [        ] Notes in all respects or in all
respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment
of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the
[          ] Notes (any such Additional Notes, “Additional [             ]
Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise
designated by the Company, as contemplated by Section 301 of the Indenture.


 


6. Redemption. The Notes will be redeemable,
at the Company’s option, at any time prior to maturity in accordance with the provisions of this Section 6.


 





 






		17	Insert
Maturity Date.





		18	Insert
interest rate.





		19	Insert
Interest Payment Dates.





		20	Insert
First Interest Payment Date.





		21	Insert
Record Dates.





		22	Insert
whether the applicable series of Notes will be limited or not.





		23	Insert
principal amount of issuance.





		24	Insert
for the initial Notes of any applicable series.





		25	Insert
for the Additional Notes of any applicable series.


  






    		G-3	 



     


    

  


(a) The [     ]
Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after [[    ],
20[ ]]26 and prior to maturity at the applicable redemption price set forth below. The [] Notes will be so redeemable
at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any,
to but not including the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307
of the Indenture), if redeemed during the 12-month period commencing on [       ]27
of the years set forth below:


 


	 
Redemption Period28
 
	 	Price29
	 
	20[  ]	 	 	[      ]	%
	20[  ]	 	 	[      ]	%
	20[  ] and thereafter	 	 	100.000	%



 


(b)       In
addition, at any time and from time to time [on or] prior to [       ], 20[  ],30
the Company at its option may redeem [    ] Notes in an aggregate principal amount equal to up to [   ]%31
of the original aggregate principal amount of the Notes (including the principal amount of any Additional [   ]
Notes, or any other Additional Notes of the same series as the [     ] Notes), with funds in an equal
aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings,
at a redemption price (expressed as a percentage of principal amount thereof) of [ ]%,32 plus accrued and unpaid interest,
if any, to but not including the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307
of the Indenture);33 provided, however, that an aggregate principal amount of [        ]
Notes equal to at least [ ]% of the original aggregate principal amount of [        ] Notes
(including the principal amount of any Additional [       ] Notes, or any other Additional
Notes of the same series as the [         ] Notes) must remain outstanding immediately
after each such redemption of the Notes. Any amount payable pursuant to this Section 6(b) may be funded from any source
(including amounts in excess of the Redemption Amount). Any notice of any such redemption may be given prior to the completion
of the related Equity Offering, but in no event may be given more than 180 days after the completion of the related Equity Offering.


 


(c)       At
any time prior to [[            ], 20[ ]],34 [     ]
Notes may also be redeemed in whole or in part, at the Company’s option, at a price (the “Redemption Price”)
equal to 100.0% of the principal amount thereof plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest,
if any, to but not including the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307
of the Indenture).


 





 






		26	Insert
date upon which the Notes are callable.





		27	Insert
date upon which the Notes are callable.





		28	Insert
years, adding or deleting lines if applicable.





		29	Insert
prices.





		30	Insert
date until which equity clawback is applicable.





		31	Insert
maximum percentage for equity clawback.





		32	Insert
premium.





		33	Insert
minimum amount required to remain outstanding.





		34	Insert
date upon which the Notes are callable.


  






    		G-4	 



     


    

  


“Applicable Premium” means,
with respect to a [   ] Note at any Redemption Date, the greater of (i) 1.00% of the principal amount
of such [        ] Note and (ii) the excess of (A) the present
value at such Redemption Date, calculated as of the date of the applicable redemption notice, of (1) the redemption
price of such [      ] Note on [[            ],
20[ ]]35 (such redemption price being
that described in Section 6(a)), plus (2) all required remaining scheduled interest payments due on such
[       ] Note through such date (excluding accrued and unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such
[     ] Note on such Redemption Date. Calculation of the Applicable Premium will be made by the Company
or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a
duty or obligation of the Trustee.


 


“Treasury Rate” means,
with respect to a Redemption Date, the weekly average 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) that has
become publicly available at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
Redemption Date to [[         ], 20[ ]];36 provided, however,
that if the period from the Redemption Date to such date 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 such date 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.


 


(d)Notwithstanding clauses (a), (b) and
(c) of this Section 6, in connection with any tender for all of any series of the [       ]
Notes (including pursuant to an Offer), if Holders of not less than 90.0% in the aggregate principal amount of the outstanding
[       ] Notes of such series (including the principal amount of any Additional [] Notes,
or any other Additional Notes of the same series as the [] Notes) validly tender and do not withdraw such Notes in such tender
offer and the Company, or any other Person making such tender offer, purchases all of the [       ]
Notes of such series (including any Additional [] Notes and any Additional Notes of the same series as the [       ]
Notes) validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30
days following such purchase pursuant to such tender offer, to redeem all of the [       ] Notes
(including any Additional [] Notes and any Additional Notes of the same series as the [       ]
Notes) of such series that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder
in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding
the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date falling prior to or on the Redemption Date).


 





 






		35	Insert
date upon which the Notes are callable.





		36	Insert
date upon which the Notes are callable.




 






    		G-5	 



     


    

  


(e)       Any
redemption of Notes pursuant to this Section 6 may be made upon notice sent electronically to each Holder’s registered
address in accordance with Section 1005 of the Indenture, and, if applicable, the Company should notify the Trustee of such redemption
date, and the principal amount of Notes to be redeemed in accordance with Section 1003 of the Indenture. The Company may provide
in any redemption notice that payment of the redemption price and the performance of the Company’s obligations with respect
to such redemption may be performed by another Person.


 


(f)       Any
redemption of Notes pursuant to this Section 6 (including in connection with an Equity Offering, a Change of Control, other
transaction or event or otherwise) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or,
waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related
Equity Offering or the completion or occurrence of a Change of Control, Asset Disposition or other transaction or event, as the
case may be. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state
that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall
be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied
(or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed. The Company, the
CD&R Investors, the GGC Investors, the Kenner Investors and their respective Affiliates may acquire the Notes whether by tender
offer, open market purchases, negotiated transactions or otherwise.


 


7. [          ]37


 


8. Form. The [         ]
Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and either Exhibit A
or B attached to the Indenture, in each case as provided for in Section 201 of the Indenture (as such form may be modified
in accordance with Section 301 of the Indenture).


 


9. Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY
OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF
ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 


 


 












		37	Include
appropriate provisions in accordance with Section 301(7), Section 301(8) and/or Section 301(9) of the Indenture.





 






    		G-6	 



     


    

  


10. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture
or as to the accuracy of the recitals to this Supplemental Indenture.


 


11. Counterparts. The parties hereto
may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the
same agreement.


 


12. Headings. The section headings
herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions
hereof.


 




    		G-7	 



     


    

 


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


 


	 	[NAME OF COMPANY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[SUBSIDIARY GUARANTORS:
	 	 	 
	 	[	]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]38
	 	 	 
	 	[NAME], as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



38        Include
if applicable.


 






    		G-8