EX-4.1





 Exhibit 4.1 
  

 
  

SENIOR NOTES INDENTURE 
 Dated as
of March 10, 2021 
 Among 

TTM TECHNOLOGIES, INC. 
 THE
GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
 4.000% SENIOR NOTES
DUE 2029 
  
  

 












 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	 
			
	 Section 1.01
	 	Definitions	  	 	1	 
	 Section 1.02
	 	Other Definitions	  	 	34	 
	 Section 1.03
	 	Rules of Construction	  	 	35	 
	 Section 1.04
	 	[Reserved]	  	 	36	 
	 Section 1.05
	 	Acts of Holders	  	 	36	 
	 Section 1.06
	 	Limited Condition Transaction	  	 	38	 
		
	 ARTICLE 2 THE NOTES
	  	 	39	 
			
	 Section 2.01
	 	Form and Dating; Terms	  	 	39	 
	 Section 2.02
	 	Execution and Authentication	  	 	39	 
	 Section 2.03
	 	Registrar and Paying Agent	  	 	40	 
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	41	 
	 Section 2.05
	 	Holder Lists	  	 	41	 
	 Section 2.06
	 	Transfer and Exchange	  	 	41	 
	 Section 2.07
	 	Replacement Notes	  	 	42	 
	 Section 2.08
	 	Outstanding Notes	  	 	42	 
	 Section 2.09
	 	Treasury Notes	  	 	43	 
	 Section 2.10
	 	Temporary Notes	  	 	43	 
	 Section 2.11
	 	Cancellation	  	 	43	 
	 Section 2.12
	 	Defaulted Interest	  	 	43	 
	 Section 2.13
	 	CUSIP and ISIN Numbers	  	 	44	 
		
	 ARTICLE 3 REDEMPTION
	  	 	44	 
			
	 Section 3.01
	 	Notices to Trustee	  	 	44	 
	 Section 3.02
	 	Selection of Notes to Be Redeemed or Purchased	  	 	44	 
	 Section 3.03
	 	Notice of Redemption	  	 	45	 
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	46	 
	 Section 3.05
	 	Deposit of Redemption or Purchase Price	  	 	46	 
	 Section 3.06
	 	Notes Redeemed or Purchased in Part	  	 	47	 
	 Section 3.07
	 	Optional Redemption	  	 	47	 
	 Section 3.08
	 	Mandatory Redemption	  	 	48	 
	 Section 3.09
	 	Offers to Repurchase by Application of Excess Proceeds	  	 	48	 
		
	 ARTICLE 4 COVENANTS
	  	 	50	 
			
	 Section 4.01
	 	Payment of Notes	  	 	50	 
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	51	 
	 Section 4.03
	 	Taxes	  	 	51	 
	 Section 4.04
	 	Stay, Extension and Usury Laws	  	 	51	 
	 Section 4.05
	 	Corporate Existence	  	 	51	 
	 Section 4.06
	 	Reports and Other Information	  	 	52	 
	 Section 4.07
	 	Compliance Certificate	  	 	53	 
	 Section 4.08
	 	Limitation on Restricted Payments	  	 	54	 


  
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	 	 	 	  	Page	 
	 Section 4.09
	 	Limitation on Indebtedness	  	 	59	 
	 Section 4.10
	 	Limitation on Liens	  	 	64	 
	 Section 4.11
	 	Future Guarantors	  	 	65	 
	 Section 4.12
	 	Limitation on Restrictions on Distribution From Restricted Subsidiaries	  	 	65	 
	 Section 4.13
	 	Designation of Restricted and Unrestricted Subsidiaries	  	 	67	 
	 Section 4.14
	 	Transactions with Affiliates	  	 	68	 
	 Section 4.15
	 	Offer to Repurchase Upon Change of Control Triggering Event	  	 	70	 
	 Section 4.16
	 	Asset Dispositions	  	 	73	 
	 Section 4.17
	 	Effectiveness of Covenants.	  	 	76	 
		
	 ARTICLE 5 SUCCESSORS
	  	 	77	 
			
	 Section 5.01
	 	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	77	 
	 Section 5.02
	 	Officers’ Certificate and Opinion of Counsel to be Given to Trustee	  	 	79	 
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	 	79	 
			
	 Section 6.01
	 	Events of Default	  	 	79	 
	 Section 6.02
	 	Acceleration	  	 	82	 
	 Section 6.03
	 	Other Remedies	  	 	82	 
	 Section 6.04
	 	Waiver of Past Defaults	  	 	83	 
	 Section 6.05
	 	Control by Majority	  	 	83	 
	 Section 6.06
	 	Limitation on Suits	  	 	83	 
	 Section 6.07
	 	Rights of Holders to Receive Payment	  	 	84	 
	 Section 6.08
	 	Collection Suit by Trustee	  	 	84	 
	 Section 6.09
	 	Restoration of Rights and Remedies	  	 	84	 
	 Section 6.10
	 	Rights and Remedies Cumulative	  	 	84	 
	 Section 6.11
	 	Delay or Omission Not Waiver	  	 	84	 
	 Section 6.12
	 	Trustee May File Proofs of Claim	  	 	84	 
	 Section 6.13
	 	Priorities	  	 	85	 
	 Section 6.14
	 	Undertaking for Costs	  	 	85	 
		
	 ARTICLE 7 TRUSTEE
	  	 	86	 
			
	 Section 7.01
	 	Duties of Trustee	  	 	86	 
	 Section 7.02
	 	Rights of Trustee	  	 	87	 
	 Section 7.03
	 	Individual Rights of Trustee	  	 	88	 
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	88	 
	 Section 7.05
	 	Notice of Defaults	  	 	88	 
	 Section 7.06
	 	[Reserved]	  	 	89	 
	 Section 7.07
	 	Compensation and Indemnity	  	 	89	 
	 Section 7.08
	 	Replacement of Trustee	  	 	89	 
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	90	 
	 Section 7.10
	 	Eligibility; Disqualification	  	 	90	 
		
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	91	 
			
	 Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	91	 
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	91	 
	 Section 8.03
	 	Covenant Defeasance	  	 	91	 
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	92	 


  
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	 	 	 	  	Page	 
	 Section 8.05
	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	93	 
	 Section 8.06
	 	Repayment to the Company	  	 	94	 
	 Section 8.07
	 	Reinstatement	  	 	94	 
		
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  	 	94	 
			
	 Section 9.01
	 	Without Consent of Holders	  	 	94	 
	 Section 9.02
	 	With Consent of Holders	  	 	95	 
	 Section 9.03
	 	[Reserved]	  	 	97	 
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	97	 
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	97	 
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	  	 	97	 
		
	 ARTICLE 10 GUARANTEES
	  	 	97	 
			
	 Section 10.01
	 	Guarantee	  	 	97	 
	 Section 10.02
	 	Limitation on Guarantor Liability	  	 	99	 
	 Section 10.03
	 	Execution and Delivery	  	 	99	 
	 Section 10.04
	 	Subrogation	  	 	100	 
	 Section 10.05
	 	Benefits Acknowledged	  	 	100	 
	 Section 10.06
	 	Release of Note Guarantees	  	 	100	 
		
	 ARTICLE 11 SATISFACTION AND DISCHARGE
	  	 	101	 
			
	 Section 11.01
	 	Satisfaction and Discharge	  	 	101	 
	 Section 11.02
	 	Application of Trust Money	  	 	102	 
		
	 ARTICLE 12 MISCELLANEOUS
	  	 	102	 
			
	 Section 12.01
	 	Concerning the Trust Indenture Act	  	 	102	 
	 Section 12.02
	 	Notices	  	 	102	 
	 Section 12.03
	 	[Reserved]	  	 	104	 
	 Section 12.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	104	 
	 Section 12.05
	 	Statements Required in Certificate or Opinion	  	 	104	 
	 Section 12.06
	 	Rules by Trustee and Agents	  	 	104	 
	 Section 12.07
	 	No Personal Liability of Directors, Officers, Employees, Members, Partners and Stockholders	  	 	105	 
	 Section 12.08
	 	Governing Law; Submission to Jurisdiction	  	 	105	 
	 Section 12.09
	 	Waiver of Jury Trial	  	 	105	 
	 Section 12.10
	 	Force Majeure	  	 	105	 
	 Section 12.11
	 	No Adverse Interpretation of Other Agreements	  	 	105	 
	 Section 12.12
	 	Successors	  	 	106	 
	 Section 12.13
	 	Severability	  	 	106	 
	 Section 12.14
	 	Counterpart Originals	  	 	106	 
	 Section 12.15
	 	Table of Contents, Headings, etc.	  	 	106	 
	 Section 12.16
	 	Facsimile and PDF Delivery of Signature Pages	  	 	106	 
	 Section 12.17
	 	U.S.A. PATRIOT Act	  	 	106	 
	 Section 12.18
	 	Payments Due on Non-Business Days	  	 	106	 


  
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	 Appendix A
	 	 Provisions Relating to Initial Notes and Additional Notes
	  	
	 Exhibit A
	 	 Form of Note
	  	
	 Exhibit B
	 	 Form of Institutional Accredited Investor Transferee Letter of Representation
	  	
	 Exhibit C
	 	 Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	  	


  
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 INDENTURE, dated as of March 10, 2021, among TTM Technologies, Inc., a Delaware
corporation (the “Company”), the Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, as Trustee. 

W I T N E S S E T H 

WHEREAS, the Company has duly authorized the creation and issue of $500,000,000 aggregate principal amount of 4.000% Senior Notes due 2029
(the “Initial Notes”); and 
 WHEREAS, the Guarantors have duly authorized the execution and delivery of this Indenture and
issuance of the Note Guarantees. 
 NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“ABL Facility” means that certain ABL Credit Agreement, dated as of May 31, 2015 (as amended by the First Amendment,
dated as of September 27, 2016 and the Second Amendment, dated as of June 3, 2019), among the Company, as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other
agents parties thereto. 
 “Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of
any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) Indebtedness assumed in connection with the acquisition of assets from such Person, or (3) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person in each case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition;
provided, however, that any Indebtedness of such acquired Person or in respect of such acquired assets that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which
such Person merges with or into or becomes a Subsidiary of such Person or such assets in respect of such assumed Indebtedness are acquired shall not be considered to be Acquired Indebtedness. Acquired Indebtedness shall be deemed to have been
Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clauses (2) and (3) of the preceding sentence, on the date of consummation of such acquisition of
assets. 
 “Additional Assets” means: 

(1) any property, plant, equipment or other asset (excluding current assets, other than (x) current assets acquired as
part of the acquisition of a business or an operating unit in an asset purchase or (y) current assets acquired in furtherance of the commencement or expansion of business operations) or capital expenditure used, usable or to be used by the
Company or a Restricted Subsidiary in a Similar Business; 
 (2) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or 












 (3) Capital Stock constituting a minority interest in any Person that at
such time is a Restricted Subsidiary; 
 provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is
primarily engaged in a Similar Business. 
 “Additional Notes” means additional Notes (other than the Initial Notes) issued
from time to time under this Indenture in accordance with Section 2.01 and Section 4.09, whether or not they bear the same CUSIP number as the Initial Notes. 

“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” (including, with correlative meanings, the terms “controlling,” “controlled by” and
“under common control with”) when used with respect to any Person means possession, directly or indirectly, of 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. 

“Agent” means any Registrar or Paying Agent or Custodian. 

“Applicable Premium” means, with respect to a Note on any redemption date thereof, the greater of: 

(1) 1.0% of the principal amount of such Note; and 

(2) the excess, if any, of (a) the present value as of such redemption date of (i) the redemption price of such Note
on March 1, 2024 (such redemption price being set forth in Section 3.07(d)), plus (ii) all required interest payments due on such Note through March 1, 2024 (excluding accrued but unpaid interest to such redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of such Note. 

The Company shall be responsible for the calculation of the Applicable Premium and the Trustee shall have no duty to verify the Company’s
calculations. 
 “Asia ABL Facility” means the Amended and Restated Facility Agreement, dated as of June 4, 2019, by
and among TTM Technologies Enterprises (HK) Limited, TTM Technologies China Limited and TTM Technologies Trading (Asia) Company Limited as borrowers, TTM Technologies (Asia Pacific) Limited and the other parties named therein as guarantors, The
Hongkong and Shanghai Banking Corporation Limited and Barclays Bank PLC as original lenders, and the other parties named therein. 

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary
course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Restricted Subsidiary (other than
directors’ qualifying shares), 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. 

  
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 Notwithstanding the preceding, the following items shall not be deemed to be Asset
Dispositions: 
 (1) a disposition of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary (other than a Receivables Entity); 
 (2) the sale of Cash Equivalents in the ordinary
course of business; 
 (3) a disposition of inventory in the ordinary course of business; 

(4) a disposition of obsolete or worn out equipment or equipment that is no longer used or no longer useful in the conduct of
the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business; 

(5) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to
Section 5.01 or any disposition that constitutes a Change of Control; 
 (6) an issuance of Capital Stock by a
Restricted Subsidiary to the Company or to a Wholly Owned Subsidiary (other than a Receivables Entity); 
 (7) for purposes
of Section 4.16 only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash and Cash Equivalents by the Company or its Restricted Subsidiaries) or a disposition
that is permitted pursuant to Section 4.08; 
 (8) sales of accounts receivable and related assets or an interest
therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity; 

(9) sales of accounts receivable and related assets in connection with Factoring Transactions in the ordinary course of
business; 
 (10) dispositions of assets in a single transaction or a series of related transactions with an aggregate Fair
Market Value of less than the greater of (i) $25.0 million and (ii) 10.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial
statements prepared on a consolidated basis are available; 
 (11) the creation of a Permitted Lien and dispositions in
connection with Permitted Liens; 
 (12) dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements, or the conversion in exchange of accounts receivable for notes receivable; 

(13) the issuance by a Restricted Subsidiary of Preferred Stock that is permitted by Section 4.09; 

(14) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of
other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries; 

(15) any termination or settlement of Hedging Obligations permitted under the terms thereof; 

  
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 (16) any sale of Capital Stock in, or Indebtedness or other securities of,
an Unrestricted Subsidiary; 
 (17) any surrender or waiver of contract rights or the settlement, release, recovery on or
surrender of contract, tort or other claims of any kind; 
 (18) any exchange of like property on a tax-free basis pursuant to Section 1031 of the Code for use in a Similar Business; 

(19) the settlement or early termination of any Permitted Bond Hedge or Permitted Warrant; and 

(20) Sale/Leaseback Transactions involving assets or other property with an aggregate Fair Market Value (such Fair Market Value
to be determined on the date of contractually agreeing to such Asset Disposition) since the Issue Date of $25.0 million. 

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present
value (discounted at the interest rate implicit in the transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended), determined in accordance with GAAP; provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of “Capitalized Lease Obligations.” 
 “Average Life” means, as of the date
of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such Preferred Stock by (b) the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of
such payment by (2) the sum of the amounts of all such payments. 
 “balance sheet date” means the end of the most
recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available. 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of
debtors. 
 “beneficial ownership” has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, and “beneficial owner” has a corresponding meaning. 

“Board of Directors” means: 

(1) with respect to a corporation, the Board of Directors of the corporation or (other than for purposes of determining a
Change of Control) any duly authorized committee of the Board of Directors; 
 (2) with respect to a partnership, the Board
of Directors of the general partner of the partnership; and 
 (3) with respect to any other Person, the board or committee
of such Person serving a similar function. 

  
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 “Business Day” means each day that is not a Saturday, Sunday or other day
on which banking institutions in New York, New York or the Trustee or Paying Agent are authorized or required by law to close. 

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options (including any
Permitted Bond Hedge), participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and limited liability or partnership interests (whether general or limited), but excluding any
debt securities convertible or exchangeable into such equity. 
 “Capitalized Lease Obligations” means an obligation that
is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time
any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated
without penalty; provided, however, that lease liabilities and associated expenses recorded by the Company and its Subsidiaries pursuant to ASU 2016-02, Leases, shall not be treated as
Indebtedness and shall not be included in Consolidated Interest Expense, unless the lease liabilities would have been treated as Capital Lease Obligations under GAAP as in effect prior to the adoption of ASU
2016-02, Leases (in which case such lease liabilities and associated expenses shall be treated as Capital Lease Obligations, and the interest component of such Capital Lease Obligation shall be included in
Consolidated Interest Expense). 
 “Cash Equivalents” means: 

(1) U.S. dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary
course of business; 
 (2) securities issued or directly and fully Guaranteed or insured by the United States government or
any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than two years from the date of acquisition; 

(3) marketable general obligations issued by any state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof, Canada, any member of the European Economic Area or Japan or any agency or instrumentality of any of the foregoing, in each case maturing within one year from the date of acquisition and, at the time of
acquisition, having a credit rating of at least “A” or the equivalent thereof by S&P or Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing
ratings of investments; 
 (4) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank (i) the long-term debt of which is rated at the time of acquisition
thereof at least “A” or the equivalent thereof by S&P or Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and
(ii) having a combined capital and surplus in excess of $250.0 million; 
 (5) certificates of deposit, time
deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof in an aggregate amount at any one time not to exceed $25.0 million issued
by any commercial bank; 

  
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 (6) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (2), (3) and (4) entered into with any bank meeting the qualifications specified in clause (4) above; 

(7) commercial paper rated at the time of acquisition thereof at least “A-2”
or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating
Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; 

(8) interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type
specified in clauses (1) through (4), (6) and (7) above; and 
 (9) money market funds that (i) comply with
the criteria set forth under Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated “AAA” or the equivalent thereof by S&P or “Aaa” or the equivalent
thereof by Moody’s, or carrying an equivalent rating by a nationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and (iii) have portfolio assets of at least $1.0 billion.

 “Cash Management Obligations” means as applied to any Person, any direct or indirect liability, contingent or otherwise,
of such Person in respect of cash management services (including treasury, depository, overdraft (daylight and temporary), credit or debit card, electronic funds transfer, netting and other cash management arrangements), including obligations for
the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services. 

“CFC” means any “controlled foreign corporation” within the meaning of Section 957 of the Code. 

“Change of Control” means: 

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities (or their successors by merger, consolidation or purchase of all or substantially all of their assets); 

(2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the
Company or the merger of any Person with or into a Subsidiary of the Company, unless the holders of the Voting Stock of the Company, immediately prior to such transaction, hold securities of the surviving or transferee Person (or in the case of any
merger of any Person with or into a Subsidiary of the Company, hold securities of the Company) that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving or transferee
Person (or in the case of any merger of any Person with or into a Subsidiary of the Company, at least a majority of the aggregate voting power of the Voting Stock of the Company); 

  
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 (3) the sale, assignment, conveyance, transfer, lease or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act); or 
 (4) the adoption by the stockholders of the Company of a plan or
proposal for the liquidation or dissolution of the Company. 
 For the avoidance of doubt, for purposes of clause (2), (i) a merger or consolidation of a
Subsidiary of the Company into another Subsidiary of the Company or (ii) a sale of a Subsidiary of the Company to another Person in a transaction permitted pursuant to the terms of this Indenture will not be deemed to be a Change of Control.

 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline with respect
to the Notes. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Commodity Agreement” means, with respect to any Person, any commodity future or forward, swap or option, cap or collar or
other similar agreement or arrangement as to which such Person is a party or beneficiary. 
 “Common Stock” means with
respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue Date, and
includes, without limitation, all series and classes of such common stock. 
 “Company” means the party named as such in
the first paragraph of this Indenture or any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5. 

“Consolidated Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the
aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a consolidated basis are
available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that: 

(1) if the Company or any Restricted Subsidiary: 

(a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or
if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio includes an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro
forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of
such new Indebtedness as if such discharge had occurred on the first day of such period; or 
 (b) has repaid, repurchased,
redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio includes a discharge of Indebtedness (in each 

  
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case, other than Indebtedness Incurred under any revolving Debt Facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Consolidated
Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of
such period; 
 (2) if since the beginning of such period, the Company or any Restricted Subsidiary will have made any Asset
Disposition or otherwise disposed of or discontinued (as defined under GAAP) any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio includes such a transaction: 
 (a) the Consolidated EBITDA for such period will be reduced by an
amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly
attributable thereto for such period; and 
 (b) Consolidated Interest Expense for such period will be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, retired, defeased or otherwise discharged (to the extent the related commitment is
permanently reduced) with respect to the Company and its continuing Restricted Subsidiaries in connection with such transaction for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for
such period directly 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); 

(3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an
Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection
with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated
Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and 

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (1), (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma
effect thereto as if such transaction occurred on the first day of such period. 

  
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 For purposes of this definition, whenever pro forma effect is to be
given to any calculation under this definition, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include, without limitation,
(1) adjustments calculated in accordance with Regulation S-X under the Securities Act and (2) all adjustments of the type used in connection with the calculation of “adjusted EBITDA” as set
forth in footnote 7 under the caption “Summary—Summary historical consolidated financial data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will 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 that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company. In making any pro forma calculation, the amount of Indebtedness under any revolving Debt Facility outstanding on the date of determination (other than any Indebtedness Incurred
under such facility in connection with the transaction giving rise to the need to calculate the Consolidated Coverage Ratio) will be deemed to be: 

(i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such Debt Facility was
outstanding; or 
 (ii) if such Debt 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 Debt Facility to the date of such determination. 
 Notwithstanding
anything to the contrary herein with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture under a restrictive covenant that does not require compliance with a financial ratio or
test (including, without limitation, any Consolidated Coverage Ratio test, any Secured Net Leverage Ratio test and any Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts
incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood
and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence. 

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such
period: 
 (1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated
Net Income: 
 (a) Consolidated Income Taxes; 

(b) Consolidated Interest Expense; 

(c) depreciation and amortization expense; 

(d) non-cash charges, losses, expenses, accruals and provisions, including stock-based
compensation and sale of assets not in the ordinary course of business (but excluding any such non-cash charge to the extent that it represents an accrual or reserve for cash expenses in any future period);

 (e) amortization of intangibles (including, but not limited to, impairment of goodwill) and organizational costs; 

  
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 (f) any extraordinary, unusual or
non-recurring expenses or losses; 
 (g) any fees and expenses incurred during such
period in connection with any Investment, acquisition, Asset Disposition, issuance of Indebtedness or Capital Stock, or amendment or modification of any debt instrument, in each case permitted under this Indenture, whether or not such transaction is
completed, including any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees, in each case paid in cash during such period (collectively “Advisory Fees”); 

(h) the amount of “run-rate” cost savings, operating expense reductions,
operating improvements and synergies that are reasonably identifiable, factually supportable and projected by the Company in good faith to be realized as a result of mergers and other business combinations, Permitted Investments, divestitures,
insourcing initiatives, cost savings initiatives, plant consolidations, openings and closings, product rationalization and other similar initiatives, in each case to the extent not prohibited by this Indenture (collectively,
“Initiatives”) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the relevant four-quarter reference
period), net of the amount of actual benefits realized in respect thereof; provided that (i) actions in respect of such cost- savings, operating expense reductions, operating improvements and synergies have been, or will be, taken within
24 months of the applicable Initiative, (ii) no cost savings, operating expense reductions, operating improvements or synergies shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges otherwise added
to (or excluded from) Consolidated EBITDA whether through a pro forma adjustment or otherwise, for such period, (iii) projected (and not yet realized) amounts may not be added in calculating Consolidated EBITDA pursuant to this clause
(h) to the extent occurring more than eight full fiscal quarters after the applicable Initiative and (iv) the Company must deliver to the Trustee (A) an Officers’ Certificate setting forth such estimated cost-savings, operating
expense reductions, operating improvements and synergies and (B) information and calculations supporting in reasonable detail such estimated cost savings, operating expense reductions, operating improvements and synergies; and 

(i) non-recurring cash expenses recognized for restructuring costs, integration costs
and business optimization expenses in connection with any Initiative; 
 (2) decreased (without duplication) by (a) to
the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside the ordinary course of business), (ii) income tax credits (to the extent not netted from income tax expense) and
(iii) any other non-cash income (other than normal accruals in the ordinary course of business for non-cash income that represents an accrual for cash income in a
future period), and (b) any cash payments made during such period in respect of items described in clause (d) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses
were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis; and 

  
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 (3) increased or decreased (without duplication) to eliminate the following
items to the extent reflected in such Consolidated Net Income: 
 (a) any unrealized net gain or loss resulting in such
period from Hedging Obligations and the application of Accounting Standards Codification Topic 815, Derivatives and Hedging; 

(b) any net gain or loss resulting in such period from currency translation gains or losses pursuant to Accounting Standards
Codification Topic 830, Foreign Currency Matters, related to currency re-measurements of Indebtedness; and 

(c) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted
Subsidiaries) in any line item in such Person’s consolidated financial statements in such period pursuant to GAAP resulting from the application of purchase accounting in relation to any completed acquisition. 

For the avoidance of doubt, there shall be no duplication in terms of adjustments when calculating the definitions of “Consolidated
EBITDA” and “Consolidated Net Income.” 
 “Consolidated Income Taxes” means, with respect to any Person for
any period, taxes imposed upon such Person or any of its consolidated Restricted Subsidiaries or other payments required to be made by such Person or any of its consolidated Restricted Subsidiaries to any governmental authority, which taxes or other
payments are calculated by reference to the income or profits or capital of such Person or any of its consolidated Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period),
including, without limitation, state, franchise and similar taxes and foreign withholding taxes regardless of whether such taxes or payments are required to be remitted to any governmental authority (including any penalties and interest related to
such taxes or arising from any tax examinations). 
 “Consolidated Interest Expense” means, with respect to any Person for
any period, the sum, without duplication, of the aggregate cash interest expense of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis, to the extent such expense was deducted (and not added back) in
computing Consolidated Net Income (including pay in kind interest payments, amortization of original issue discount, the interest components of Capitalized Lease Obligations, Receivable Fees and net payments and receipts (if any) pursuant to
interest rate Hedging Obligations (other than in connection with the early termination thereof) but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Indebtedness, Hedging Obligations or other derivative instruments, all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, discounts, fees and
expenses and expensing of any bridge, commitment or other financing fees, costs of surety bonds, charges owed with respect to letters of credit, bankers’ acceptances or similar facilities and all discounts, commissions, fees and other charges
associated with any Indebtedness). 
 For purposes of this definition, interest on Capitalized Lease Obligations will be deemed to accrue at
the interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligations in accordance with GAAP. 

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Company and its Restricted
Subsidiaries determined on a consolidated basis; provided, that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Restricted Subsidiaries, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the Company) in which the Company or any of its Restricted Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by the Company or such Restricted Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Restricted Subsidiary


  
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of the Company to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any contractual
obligation, organizational or governing documents, law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such Restricted Subsidiary or any of its
property or to which such Restricted Subsidiary or any of its property is subject, (d) any income (or loss) for such period attributable to the early extinguishment of Indebtedness or Hedging Obligations, (e) the cumulative effect of a
change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period, (f) all net after-tax extraordinary, nonrecurring, unusual or exceptional
gains, losses, income, expenses and charges, (g) all net after-tax gains, losses, expenses and charges attributable to business dispositions and asset dispositions, including the sale or other disposition
of any Capital Stock of any Person, other than in the ordinary course of business, (h) all net after-tax gains, losses, income, expenses or charges from disposed, closed or discontinued operations,
(i) all non-cash impairment charges and asset write-ups, write-downs and write-offs, including impairment charges or asset
write-ups, write-downs or write-offs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP,
and the amortization of intangibles arising from the application of GAAP, (j) all non-cash compensation charges or expenses, including any such charge or expense arising from the grant of stock
appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs or any other equity-based compensation, (k) all non-cash losses, charges or expenses from earn-out obligations, and (l) any charges, fees and expenses incurred during such period (including any financial advisory, accounting, auditor, legal and other consulting or advisory fees, any filing fees and
expenses and any premiums, make-whole or penalty payments), or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock of the
Company, refinancing transaction or amendment or modification of any debt instrument and including, in each case, any such transaction undertaken but not completed. 

For the avoidance of doubt, there shall be no duplication in terms of adjustments when calculating the definitions of “Consolidated
EBITDA” and “Consolidated Net Income.” 
 “Convertible Notes” means Indebtedness of the Company that is
convertible into Common Stock of the Company and/or cash based on the value of such Common Stock and/or Indebtedness of a Subsidiary of the Company that is exchangeable for Common Stock of the Company and/or cash based on the value of such Common
Stock. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02,
or such other address as to which the Trustee may give notice to the Holders and the Company. 
 “Currency Agreement”
means, with respect to any Person, any foreign exchange future or forward, swap or option, cap or collar or other similar agreement or arrangement as to which such Person is a party or a beneficiary. 

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

“Debt Facility” means one or more debt facilities (including, without limitation, the Senior Credit Facilities and the Asia
ABL Facility) or commercial paper facilities with banks or other commercial or institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or
to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuances of 

  
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debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales
of debt securities) in whole or in part from time to time (and whether or not in one or multiple facilities, with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustees, whether
provided under the original Senior Credit Facilities or the Asia ABL Facility or any other credit or other agreements or indentures, and irrespective of any changes in the terms and conditions thereof, the borrower(s) thereunder or the guarantors
thereof). 
 “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

 “Definitive Note” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend if the
transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. 
 “Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and
having become such pursuant to the applicable provision of this Indenture. 
 “Designated Noncash Consideration” means the
noncash 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 Officers’ Certificate setting forth the Fair
Market Value thereof, together with the basis of such valuation. The Fair Market Value of any Designated Noncash Consideration shall be deemed to be reduced by the amount of any cash or Cash Equivalents received in connection with a subsequent sale,
redemption or payment of, on or with respect to such Designated Noncash Consideration. 
 “Disqualified Stock” means, with
respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: 

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; 

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable
solely at the option of the Company or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock)); or 

(3) is mandatorily redeemable or must be purchased at the option of the holder upon the occurrence of certain events or otherwise, in whole or
in part, 
 in each case on or prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are
no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such
date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company or its Restricted
Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition (each defined in a substantially identical manner to the corresponding definitions in this Indenture) shall not constitute Disqualified
Stock if the terms of such Capital Stock (and all such securities into which it is convertible 

  
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or exchangeable or for which it is redeemable) provide that the Company or its Restricted Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all
such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Company with Section 4.15 and Section 4.16 and such repurchase or redemption complies with
Section 4.08; and provided, further, that Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations. 
 “Domestic Subsidiary” means any Restricted Subsidiary that is not a Foreign Subsidiary. 

“DTC” means The Depository Trust Company. 

“Equity Offering” means a private or public offering for cash by any Person of its Capital Stock (other than Disqualified
Stock), or options, warrants or rights with respect to its Common Stock other than (1) public offerings of such Capital Stock, or options, warrants or rights, registered on Form S-4 or Form S-8, (2) an issuance to any Subsidiary or (3) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Excluded Subsidiary” means (i) any Subsidiary that is directly or indirectly owned by a CFC and
(ii) any Foreign Holding Company. 
 “Factoring Transaction” means any transaction or series of transactions that may
be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to any other Person any Receivables (whether now existing or arising in
the future) of the Company or any of its Restricted Subsidiaries, any assets related thereto, all contracts and all Guarantees or other obligations in respect of such Receivables, the proceeds of such Receivables and other assets that are
customarily transferred, in connection with receivables factoring arrangements. 
 “Factoring Transaction Amount”
means the amount of obligations outstanding under the legal documents entered into as part of such Factoring Transaction on any date of determination that would be characterized as principal if such Factoring Transaction were structured as a secured
lending transaction rather than as a purchase. 
 “Fair Market Value” means, with respect to any asset or liability, the
fair market value of such asset or liability as determined by Senior Management of the Company in good faith; provided that, except as otherwise provided in this Indenture, if the fair market value exceeds $25.0 million, such
determination shall be made by the Board of Directors of the Company or an authorized committee thereof in good faith (including as to the value of all non-cash assets and liabilities). 

“Fitch” means Fitch, Inc. and any successor to its rating agency business. 

“Foreign Holding Company” means any Subsidiary all or substantially all of the assets of which consist of the Capital Stock
of one or more CFCs or all or substantially all of the assets of which consist of intercompany loans, indebtedness or receivables owed by any CFC. 

“Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of America or
any state thereof or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary. 

  
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 “Funded Indebtedness” means, with respect to any Person as of any date of
determination, the aggregate outstanding Indebtedness of such Person, excluding any Non-Recourse Debt incurred by Unrestricted Subsidiaries, any premium on any Indebtedness not due and payable, any unfunded
letters of credit, any unfunded earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and any net obligations under Hedging
Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by such Person at such time), as of the end of the most recent
fiscal quarter for which internal financial statements prepared on a consolidated basis are available (the “balance sheet date”). 

“Funded Secured Indebtedness” means, with respect to any Person as of any date of determination, the aggregate outstanding
Secured Indebtedness of such Person, excluding any Non-Recourse Debt incurred by Unrestricted Subsidiaries, any premium on any Indebtedness not due and payable, any unfunded letters of credit, any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and any net obligations under Hedging Obligations (the amount of any such
obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by the Company or any Restricted Subsidiary at such time), as of the end of the most recent balance
sheet date. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the
Issue Date, 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. Unless specified, all ratios and computations contained in this Indenture will be computed in conformity with GAAP, except that in the
event the Company is acquired in a transaction that is accounted for using purchase accounting, the effects of the application of purchase accounting shall be disregarded in the calculation of such ratios and other computations contained in this
Indenture. 
 “Government Securities” means securities that are (1) direct obligations of the United States of America
for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is
unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the
holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in
respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt. 

“Guarantee” means (1) any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any other Person and (2) any obligation, direct or indirect, contingent or otherwise, of such Person: 

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

  
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 (b) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 
 provided, however, that
the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. 

“Guarantor” means each Restricted Subsidiary in existence on the Issue Date that provides a Note Guarantee on the Issue Date
(and any other Restricted Subsidiary that provides a Note Guarantee after the Issue Date); provided that upon release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance with this Indenture, such Restricted
Subsidiary shall cease to be a Guarantor. 
 “Guarantor Subordinated Obligation” means, with respect to a Guarantor, any
Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly contractually subordinated in right of payment to the obligations of such Guarantor under its Note Guarantee. 

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency
Agreement or Commodity Agreement. For the avoidance of doubt, any agreements or arrangements related to a Permitted Bond Hedge or a Permitted Warrant shall not constitute a Hedging Obligation. 

“Holder” means a Person in whose name a Note is registered on the Registrar’s books. 

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that
any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it
becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing. 

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

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money; 

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments; 
 (3) the principal component of all obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of
Incurrence); 
 (4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price
of property (including earn-out obligations), which purchase price is due after the date of placing such property in service or taking delivery and title thereto, except (a) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, and (b) any earn-out obligation until the amount of such obligation becomes
a liability on the balance sheet of such Person in accordance with GAAP that has been due and payable for 30 or more days; 

  
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 (5) Capitalized Lease Obligations and all Attributable Indebtedness in
respect of a Sale/Leaseback Transaction of such Person (whether or not such items would appear on the balance sheet of such Person in accordance with GAAP); 

(6) the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or
repurchase premium) or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any
Non-Guarantor Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); 

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such
Indebtedness of such other Persons; 
 (8) the principal component of Indebtedness of other Persons to the extent Guaranteed
by such Person (whether or not such items would appear on the balance sheet of such Person in accordance with GAAP); 
 (9)
to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to
such Obligation that would be payable by such Person at such time); 
 (10) to the extent not otherwise included in this
definition, the Receivables Transaction Amount outstanding relating to a Qualified Receivables Transaction; and 
 (11) to
the extent not otherwise included in this definition, the Factoring Transaction Amount outstanding relating to a Factoring Transaction. 

Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be “Indebtedness”; provided that such money is held to secure the payment of such interest. 

Notwithstanding the foregoing, the term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee
thereof) which would be considered an operating lease under GAAP as in effect on April 28, 2017, any prepayments of deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit or
other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date or in the ordinary course of business or consistent with past practice. 

Notwithstanding the foregoing, the amount of any Indebtedness outstanding as of any date shall (i) be the accreted value thereof in the
case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable in kind and (ii) include any interest (or in the case of Preferred Stock,
dividends) thereon that is more than 30 days past due; provided, that, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude 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 until such obligations become due and
payable. Except to the extent provided in the preceding sentence, the amount of any Indebtedness that is convertible into or exchangeable for Capital Stock of the Company 

  
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outstanding as of any date shall be deemed to be equal to the principal and premium, if any, in respect of such Indebtedness, notwithstanding the provisions of GAAP (including Accounting
Standards Codification Topic 470-20, Debt-Debt with Conversion and Other Options). 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in
Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged. 

“Initial Notes” has the meaning set forth in the recitals hereto. 

“Interest Payment Date” means March 1 and September 1 of each year to the stated maturity of the Notes, commencing
September 1, 2021. 
 “Interest Rate Agreement” means, with respect to any Person, any interest rate future or
forward, swap or option, cap, collar or other agreement or arrangement designed to protect against fluctuations in interest rates and any other similar agreement or arrangement as to which such Person is party or a beneficiary. 

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the
form of any direct or indirect advance, loan or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding advances or extensions of credit to customers in the ordinary course of business or any debt or extension
of credit represented by a bank deposit (other than a time deposit)) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase
or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of
the following will be deemed to be an Investment: 
 (1) Hedging Obligations entered into in the ordinary course of business
and in compliance with this Indenture; 
 (2) endorsements of negotiable instruments and documents in the ordinary course of
business; and 
 (3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for
consideration to the extent such consideration consists of Common Stock of the Company. 
 For purposes of Section 4.08 and
Section 4.13, 
 (1) “Investment” will include the portion (proportionate to the Company’s equity
interest in a Restricted Subsidiary that is to be designated an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (a) the Company’s aggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) 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 that such Subsidiary is so redesignated a Restricted Subsidiary; 

  
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 (2) any property transferred to or from an Unrestricted Subsidiary will be
valued at its Fair Market Value at the time of such transfer; and 
 (3) if the Company or any Restricted Subsidiary sells or
otherwise disposes of any Voting Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such Subsidiary not sold or disposed of. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB- (or the equivalent) by Fitch, or any other equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

 “Issue Date” means March 10, 2021. 

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security
interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof or sale/leaseback, or any other agreement to sell or give a security interest in respect of such asset; provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Limited Condition Transaction” means (1) any Investment or acquisition (whether by merger, consolidation or otherwise),
whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of
such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (3) any dividends or distributions on, or redemptions of, Capital Stock requiring irrevocable notice in advance thereof. 

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of Common Stock
on the date of the declaration of a Restricted Payment permitted pursuant to Section 4.08(b)(15)(I), multiplied by (ii) the arithmetic mean of the closing prices per share of such Common Stock on the principal securities exchange on which
such Common Stock is listed or traded for the 20 consecutive trading days immediately preceding the date of declaration of such Restricted Payment. 

“Material Indebtedness” means any Indebtedness of the Company or any Guarantor in an aggregate principal amount equal to or
greater than $100.0 million. 
 “Moody’s” means Moody’s Investors Services, Inc. and any successor to its
rating agency business. 
 “Net Available Cash” from an Asset Disposition means cash payments received (including any cash
payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise (other than interest) and net proceeds from the sale or other disposition of any securities or other assets received as
consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other non-cash form) therefrom, in each case net of: 

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses
(including brokerage and sales commissions) Incurred, 

  
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and all federal, state, provincial, foreign and local taxes paid or required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and
any tax sharing agreements), as a consequence of such Asset Disposition; 
 (2) all payments made on any Indebtedness that is
secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which 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; 
 (3) all distributions and other payments required to be made to
noncontrolling interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and 
 (4) the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition. 
 “Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash
proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and expenses and charges
actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credits or deductions and any tax sharing arrangements). 

“Net Leverage Ratio,” as of any date of determination, means the ratio of: 

(x) Funded Indebtedness of the Company and its Restricted Subsidiaries, less unrestricted cash and Cash Equivalents
owned by such Person and not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor (other than Liens referred to in clause (2) of the definition of Permitted Liens), to 

(y) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive
fiscal quarters ending on the balance sheet date; 
 provided, however, that: 

(1) if the Company or any Restricted Subsidiary: 

(a) has Incurred any Indebtedness since the balance sheet date that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Net Leverage Ratio is an Incurrence of Indebtedness, Indebtedness at the balance sheet date will be calculated after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the balance sheet date and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness will be calculated as if such
discharge had occurred on the balance sheet date; or 
 (b) has repaid, repurchased, redeemed, retired, defeased or otherwise
discharged any Indebtedness since the beginning of such period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Net Leverage Ratio includes a discharge of Indebtedness (in
each case, other than Indebtedness Incurred under any revolving Debt Facility unless such Indebtedness 

  
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has been permanently repaid and the related commitment terminated and not replaced), Indebtedness as of the balance sheet date will be calculated after giving effect on a pro forma basis
to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the balance sheet date; 

(2) if since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Disposition or
disposed of or discontinued any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Net Leverage Ratio includes such an Asset Disposition:

 (a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive)
directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and 

(b) if such transaction occurred after the date of such internal financial statements, Indebtedness at the end of such period
will be reduced by an amount equal to the Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the Net Available Cash of such Asset Disposition and the assumption of Indebtedness by the transferee; 

(3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an
Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection
with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or group of related assets or line of business, Consolidated EBITDA for such period
and if such transaction occurred after the date of such internal financial statements, Indebtedness as of such balance sheet date will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if
such Investment or acquisition occurred on the first day of such period; and 
 (4) if since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any
disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA for such period
and, if such transaction occurred after the balance sheet date, Indebtedness as of the balance sheet date will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period or as of the
balance sheet date, as applicable. 
 If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will 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 that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company. In making any pro forma calculation,
the amount of Indebtedness under any revolving Debt Facility outstanding on the date of determination (other than any Indebtedness Incurred under such Debt Facility in connection with the transaction giving rise to the need to calculate the Net
Leverage Ratio) will be deemed to be: 
 (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter
period for which such Debt Facility was outstanding; or 

  
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 (ii) if such Debt 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 Debt Facility to the date of such calculation. 

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act and (2) all adjustments of the type used in connection with the calculation of “adjusted EBITDA” as set forth in footnote 7 under the caption “Summary—Summary
historical consolidated financial data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

 “Non-Recourse Debt” means Indebtedness of a Person: 

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind
(including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); 

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against
an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity; and 
 (3) the explicit terms of which provide there is no recourse
against any of the assets of the Company or its Restricted Subsidiaries, except that Standard Securitization Undertakings shall not be considered recourse. 

“Note Guarantee” means, individually, any Guarantee of payment of the Notes and the Company’s other Obligations under
this Indenture by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. 

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For
all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes. 

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), other monetary obligations,
penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

  
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 “Offering Memorandum” means the offering memorandum, dated
February 24, 2021, related to the offer and sale of the Initial Notes. 
 “Offer to Purchase” means an Asset
Disposition Offer or a Change of Control Offer. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or, in the event that the Company is a partnership or a limited liability company that
has no such officers, a person duly authorized under applicable law by the general partner, managers, members or a similar body to act on behalf of the Company. “Officer” of any Guarantor has a correlative meaning. 

“Officers’ Certificate” means a certificate signed by two Officers of the Company, one of whom is the principal
executive officer, the principal financial officer, the treasurer or the principal accounting officer. 
 “Opinion of
Counsel” means a written opinion from legal counsel, who may be an employee of or counsel to the Company or other counsel who is acceptable to the Trustee. 

“Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Notes, in the case of the Company,
or the Note Guarantees, in the case of any Guarantor (in each case, without giving effect to collateral arrangements). 
 “Permitted
Bond Hedge” means any net-settled call options or capped call options referencing the Company’s Common Stock purchased by the Company in connection with the issuance of convertible or
exchangeable debt securities by the Company or any Restricted Subsidiary to hedge the Company’s or such Restricted Subsidiary’s obligations to deliver Common Stock and/or pay cash under such Indebtedness, which call options are either
“capped” or are purchased concurrently with the sale by the Company of a call option or options in respect of its Common Stock, in either case on terms that are customary for “call spread” transactions entered in connection with
the issuance of convertible or exchangeable debt securities. 
 “Permitted Holders” means (a) the Section 16
Officers and (b) any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) which includes and is under the general direction of any Section 16 Officer; provided that, without giving effect to the
existence of such group or any other group, the Persons described in clause (a), collectively, beneficially own Voting Stock representing more than 50% of the total voting power of the Voting Stock of the Company held by such group. 

“Permitted Investment” means any Investment by the Company or any Restricted Subsidiary in: 

(1) the Company or a Restricted Subsidiary (other than a Receivables Entity); 

(2) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as
a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers
or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, 

  
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 and, in each case, any Investment held by such Person; provided that such Investment
was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (3) cash and Cash
Equivalents; 
 (4) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course
of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable
under the circumstances; 
 (5) payroll and similar advances to officers and employees in the ordinary course of business;

 (6) loans or advances to employees of the Company or any Restricted Subsidiary in the ordinary course of business
consistent with past practices (including for travel, entertainment and relocation expenses) in an aggregate amount not to exceed $5.0 million at any one time outstanding (without giving effect to the forgiveness of any such loan); 

(7) any Investment acquired by the Company or any of its Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or settlements, compromises or resolutions of litigation, arbitration or other disputes with
such issuer; or 
 (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any
secured Investment or other transfer of title with respect to any secured Investment in default; 
 (8) Investments made as a
result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with Section 4.16; 

(9) Investments in existence on the Issue Date; 

(10) Hedging Obligations Incurred in compliance with Section 4.09; 

(11) Guarantees issued in accordance with Section 4.09 and Guarantees issued in accordance with Section 4.11; 

(12) Investments in Additional Assets made with the proceeds from any Asset Disposition that are applied pursuant to clauses
(C) or (D) of Section 4.16(b); 
 (13) Investments by the Company or a Restricted Subsidiary in a Receivables
Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction; provided, however, that any Investment in a Receivables Entity by the Company or a Restricted
Subsidiary is in the form of a Purchase Money Note or a contribution of additional Receivables; 

  
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 (14) Investments consisting of earnest money deposits in connection with an
Investment permitted by this Indenture; 
 (15) advances to suppliers of amounts provided by customers for the purchase of
materials and the preparation of goods and inventory in respect of customer contracts entered into in the ordinary course of business; 

(16) Investments in Permitted Joint Ventures in an aggregate amount outstanding at the time of each such Investment not to
exceed the greater of (a) $235.0 million and (b) 85.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on
a consolidated basis are available (with the Fair Market Value of each such Investment being measured at the time made and without giving effect to subsequent changes in value); 

(17) Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this
clause (17), in an aggregate amount outstanding at the time of each such Investment not to exceed the greater of (a) $235.0 million and (b) 85.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending
prior to the date of such determination for which internal financial statements prepared on a consolidated basis are available (with the Fair Market Value of each such Investment being measured at the time made and without giving effect to
subsequent changes in value); and 
 (18) any Investment, so long as immediately after giving effect to such Investment, the
Net Leverage Ratio on the date of the making of such Investment does not exceed 3.0 to 1.0; 
 provided, that for purposes of determining compliance
with this covenant, in the event that an Investment meets the criteria of more than one of the types of Permitted Investments described above, the Company, in its sole discretion, will classify such Investment on the date of such Investment and may
later reclassify such Investment in any manner that complies with this Indenture and will be entitled to divide the amount and type of such Investment among more than one of such clauses above. 

“Permitted Joint Ventures” means any joint venture in which the Company or any of its Restricted Subsidiary has an Investment
and which is engaged in a Similar Business. 
 “Permitted Liens” means, with respect to any Person: 

(1) (a) Liens securing Indebtedness and other obligations permitted to be Incurred under the provisions described in clause
(1) of Section 4.09(b), related Hedging Obligations and related banking services or cash management obligations, (b) Liens on assets of Restricted Subsidiaries securing Guarantees of Indebtedness and such other obligations of the
Company referred to in clause (a), and (c) Liens securing cash management services in the ordinary course of business; 

(2) pledges or deposits by such Person under workers’ compensation laws, social security, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or for the payment of rent or deposits in respect of letters of intent or purchase
agreements, in each case Incurred in the ordinary course of business; 

  
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 (3) Liens imposed by law, including carriers’, warehousemen’s,
mechanics’, materialmen’s and repairmen’s Liens, and Incurred in the ordinary course of business; 
 (4) Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings provided appropriate reserves required
pursuant to GAAP have been made in respect thereof; 
 (5) Liens in favor of issuers of surety or trade contracts,
performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such
letters of credit do not constitute Indebtedness; 
 (6) encumbrances, ground leases, easements or reservations of, or rights
of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and
similar encumbrances) as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person; 
 (7) Liens securing Hedging Obligations that
are Incurred in the ordinary course of business (and not for speculative purposes); 
 (8) leases, licenses, subleases and
sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 

(9) judgment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to
such litigation; 
 (10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or
Capitalized Lease Obligations, mortgage financings, purchase money obligations or other payments Incurred to finance assets or property (other than Capital Stock or other Investments) acquired, constructed, improved or leased in the ordinary course
of business; provided that: 
 (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise
permitted to be Incurred under this Indenture and does not exceed the cost of the assets or property so acquired, constructed or improved and any fees, premiums, costs and expenses related to such Incurrence; and 

(b) such Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not
encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property, assets affixed or appurtenant thereto, improvements and accessions thereof and the proceeds from the sale or disposition thereof;

 (11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; 

  
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 (12) Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 

(13) Liens existing on the Issue Date (other than Liens permitted under clause (1)); 

(14) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary ;
provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, however, that any such Lien
may not extend to any other property owned by the Company or any Restricted Subsidiary; 
 (15) Liens on property at the time
the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred
or assumed in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary; 

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted
Subsidiary (other than a Receivables Entity); 
 (17) Liens securing the Notes and the Note Guarantees; 

(18) Liens securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in
part, Indebtedness that was previously so secured pursuant to clauses (10), (13), (14), (15), (17) and this clause (18) of this definition; provided that any such Lien is limited to all or part of the same property or assets (plus assets
affixed or appurtenant thereto, 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 Indebtedness being
refinanced or is in respect of property that is the security for a Permitted Lien hereunder; 
 (19) any interest or title of
a lessor under any Capitalized Lease Obligation or operating lease; 
 (20) Liens in favor of the Company or any Restricted
Subsidiary; 
 (21) Liens on assets owned by Foreign Subsidiaries of the Company; 

(22) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case Incurred in
connection with a Qualified Receivables Transaction, including Liens granted on any Qualified Receivables Account in favor of the financial institution counterparty to the Qualified Receivables Transaction; 

(23) Liens in favor or customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (24) Liens on insurance policies and proceeds
thereof, or other deposits, to secure insurance premium financings; 

  
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 (25) Liens on cash, Cash Equivalents or other property arising in connection
with the defeasance, discharge or redemption of Indebtedness; 
 (26) Liens on Capital Stock or assets to be sold pursuant to
an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary in connection with any Asset Disposition or disposition of assets not constituting an Asset Disposition, in
each case permitted by the terms of this Indenture, pending the closing of such sale or disposition; 
 (27) Liens on
specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods; and 
 (28) Liens securing any Obligations the aggregate principal amount of which do not
exceed the greater of (a) $150.0 million and (b) 55.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on
a consolidated basis are available, at any one time outstanding. 
 For purposes of this definition, in the event that a Lien meets the criteria of more
than one of the types of Lien described in this definition, the Company, in its sole discretion, may divide or classify such Lien on the date of Incurrence (or later classify or reclassify such Lien, in its sole discretion) in any manner permitted
under this definition and shall only be required to include the amount and type of such Lien in one of such clauses; provided that all Liens securing Indebtedness outstanding on the Issue Date under the Senior Credit Facilities and the Asia
ABL Facility shall be deemed Incurred under clause (1) of this definition and may not later be reclassified. 
 “Permitted
Warrant” means any call option in respect of the Company’s Common Stock sold by the Company concurrently with any Permitted Bond Hedge, which call option permits settlement in cash at the option of the Company. 

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

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however
designated), which is preferred as to the payment of dividends, or as to the distributions of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such
corporation. 
 “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase
price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase
price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such
investors and amounts paid in connection with the purchase of newly generated Receivables. 
 “Qualified Receivables
Account” means any deposit account of the Company or any Restricted Subsidiary that is designated to receive only amounts owing with respect to Receivables subject to a Qualified Receivables Transaction. 

  
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 “Qualified Receivables Transaction” means any transaction or series of
transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of
the Company or any of its Restricted Subsidiaries, any assets related thereto, all contracts and all Guarantees or other obligations in respect of such Receivables, the proceeds of such Receivables and other assets that are customarily transferred,
or in respect of which security interests are customarily granted, in connection with an asset securitization involving Receivables. 

“Rating Agency” means each of S&P, Moody’s and Fitch or, if S&P, Moody’s, Fitch or any combination thereof
shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted
for S&P, Moody’s or Fitch, or any combination thereof, as the case may be. 
 “Rating Decline” means the
occurrence of a decrease in the rating of the Notes by one or more gradations by two Rating Agencies (including gradations within rating categories, as well as between categories), within 30 days after the earlier of (x) a Change of Control,
(y) the date of public notice of the occurrence of a Change of Control or (z) public notice of the intention of the Company to effect a Change of Control (which 30-day period shall be extended so
long as the rating of the Notes is under publicly announced ratings review for possible downgrade by either of such two Rating Agencies, it being understood that a change in ratings outlook shall not extend such
30-day period); provided, however, that a Rating Decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of
Control (and thus will not be deemed a Rating Decline for purposes of the definition of Change of Control Triggering Event) unless each of such two Rating Agencies making the reduction in rating to which this definition would otherwise apply
announces or publicly confirms or informs the Trustee in writing at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstances comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Decline); provided, further, that notwithstanding the foregoing, a Rating Decline shall not be deemed to have occurred
so long as the Notes have ratings not lower than the ratings ascribed to the Notes by such Rating Agencies as of the Issue Date. 

“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a
Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items
of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting
obligations” as so defined. 
 “Receivables Entity” means a Wholly Owned Subsidiary (or another Person in which the
Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and
which is designated by the Senior Management of the Company (as provided below) as a Receivables Entity: 
 (1) no portion of
the Indebtedness or any other obligations (contingent or otherwise) which: 

  
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 (a) is Guaranteed by the Company or any Restricted Subsidiary (excluding
Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); 

(b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard
Securitization Undertakings; or 
 (c) subjects any property or asset of the Company or any Restricted Subsidiary, directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 

(2) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or
understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that
are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and 

(3) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results other than pursuant to Standard Securitization Undertakings. 

Any such designation by the Senior Management of the Company shall be evidenced to the Trustee by an Officers’ Certificate certifying
that such designation complied with the foregoing conditions. 
 “Receivables Fees” means any fees or interest paid to
purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, Factoring Transaction or other similar arrangement, including any such amounts paid by discounting the face amount of Receivables or participations
therein transferred in connection with a Qualified Receivables Transaction, Factoring Transaction or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary. 

“Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part
of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase. 

“Record Date” for the interest payable on any applicable Interest Payment Date means February 15 or August 15
(whether or not a Business Day) next preceding such Interest Payment Date. 
 “Refinancing Indebtedness” means Indebtedness
that is Incurred to refund, refinance, replace, exchange, renew, repay or extend, in whole or in part (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances” and
“refinanced” shall each have a correlative meaning), any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including additional Indebtedness Incurred to pay premiums (including reasonable tender
premiums, as determined in good faith by the Company), defeasance costs, accrued interest and fees, costs and expenses in connection with any such refinancing) including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that: 
 (1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity
of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than 

  
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the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing
Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes; 
 (2) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced; 

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without
duplication, any additional Indebtedness Incurred to pay premiums required by the instruments governing such existing Indebtedness or reasonable tender premiums (as determined in good faith by the Company), defeasance costs, accrued interest and
fees, costs and expenses in connection with any such refinancing); 
 (4) if the Indebtedness being refinanced is
subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms, taken as a whole, at least as favorable to the Holders as those
contained in the documentation governing the Indebtedness being refinanced; and 
 (5) Refinancing Indebtedness shall not
include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of the Company or a Guarantor. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee having direct responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter relating to this Indenture is referred because of such officer’s knowledge of and familiarity with the
particular subject. 
 “Restricted Investment” means any Investment other than a Permitted Investment. 

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

“S&P” means Standard & Poor’s Ratings Services and any successor to its rating agency business. 

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Company or
a Restricted Subsidiary transfers such property to a Person (other than the Company or any of its Restricted Subsidiaries) and the Company or a Restricted Subsidiary leases it from such Person. 

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

“Section 16 Officer” means any officer of the Company that would be an “officer” of the Company
within the meaning of Rule 16a-1(f) under the Exchange Act. 
 “Secured
Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien. 

  
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 “Secured Net Leverage Ratio” means, as of any date of determination, the
ratio of (x) Funded Secured Indebtedness of the Company and its Restricted Subsidiaries, less unrestricted cash and Cash Equivalents owned by such Person and not controlled by or subject to any Lien or other preferential arrangement in
favor of any creditor (other than Liens referred to in clause (2) of the definition of Permitted Liens), to (y) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal
quarters ending on the balance sheet date. The Secured Net Leverage Ratio shall be adjusted on a pro forma basis in a manner consistent with the definition of “Net Leverage Ratio” (including for acquisitions). 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Senior Credit Facilities” means, collectively, the ABL Facility and the Term Loan Facility, as each may be
amended, restated, modified, renewed, refunded, replaced or refinanced (whether with the original agents and lenders or one or more other agents or lenders and whether provided under the original Senior Credit Facility or one or more other credit
agreements entered into from time to time) in whole or in part from time to time (including, in each case, increasing the amount loaned thereunder; provided that such additional Indebtedness is Incurred in accordance with Section 4.09);
provided, that a Senior Credit Facility shall not (1) include Indebtedness issued, created or Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule
144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act or (2) relate to Indebtedness that does not consist exclusively of Pari Passu Indebtedness. 

“Senior Management” means the chief executive officer and the chief financial officer of the Company. 

“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. 

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on
the Issue Date or any business that is similar, reasonably related, incidental, ancillary or complementary thereto. 
 “Standard
Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in Qualified Receivables Transactions. 

“Stated Maturity” means, with respect to any Indebtedness, the date specified in the agreement governing or certificate
relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or
repurchase any such principal prior to the date originally scheduled for the payment thereof. 
 “Subordinated Obligation”
means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is subordinated or junior in right of payment to the Notes pursuant to its terms. 

“Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof (or 

  
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Persons performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one
or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company. 

“Term Loan Facility” means that certain Term Loan Credit Agreement, dated as of May 31, 2015 (as amended by the First
Amendment, dated as of September 27, 2016, the Second Amendment, dated as of September 28, 2017, the Third Amendment, dated as of December 8, 2017, and the Fourth Amendment, dated as of April 18, 2018), among the Company, as
borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto. 

“Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes
Legend. 
 “Treasury Rate” means as of any redemption date of Notes the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or,
if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to March 1, 2024; provided, however, that if the period from the
redemption date to March 1, 2024 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 March 1, 2024 is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

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

“Trustee” means Wilmington Trust, National Association, as trustee, until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “U.S.” means the United
States of America. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Company which at the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Company in accordance with Section 4.13; and 
 (2) any Subsidiary of an Unrestricted
Subsidiary. 
 “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally
entitled to vote in the election of directors, managers or trustees, as applicable, of such Person. 

  
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 “Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Capital
Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary. 
 Section 1.02 Other
Definitions. 
  

			
	 Term
	  	 Defined in Section

	 “Acceptable Commitment”
	  	4.16(b)
	 “Agent Members”
	  	2.1(c) of Appendix A
	 “Affiliate Transaction”
	  	4.14(a)
	 “Alternate Offer”
	  	4.15(f)
	 “Applicable Procedures”
	  	1.1(a) of Appendix A
	 “Asset Disposition Offer”
	  	4.16(c)
	 “Asset Disposition Offer Amount”
	  	4.16(c)
	 “Asset Disposition Offer Period”
	  	4.16(c)
	 “Asset Disposition Purchase Date”
	  	4.16(c)
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15(a)
	 “Change of Control Payment”
	  	4.15(a)
	 “Change of Control Payment Date”
	  	4.15(a)
	 “Clearstream”
	  	1.1(a) of Appendix A
	 “Covenant Defeasance”
	  	8.03
	 “Definitive Notes Legend”
	  	2.2(e) of Appendix A
	 “Designation”
	  	4.13(a)
	 “Distribution Compliance Period”
	  	1.1(a) of Appendix A
	 “ERISA Legend”
	  	2.2(e) of Appendix A
	 “Euroclear”
	  	1.1(d) of Appendix A
	 “Event of Default”
	  	6.01(a)
	 “Excess Proceeds”
	  	4.16(c)
	 “Expiration Date”
	  	1.05(j)
	 “Global Note”
	  	2.1(b) of Appendix A
	 “Global Notes Legend”
	  	2.2(e) of Appendix A
	 “Guaranteed Obligations”
	  	10.01(a)
	 “IAI”
	  	1.1(a) of Appendix A
	 “IAI Global Note”
	  	2.1(b) of Appendix A
	 “LCT Election”
	  	1.06(a)
	 “LCT Test Date”
	  	1.06(a)
	 “Legal Defeasance”
	  	8.02(a)
	 “Note Register”
	  	2.03(a)
	 “Paying Agent”
	  	2.03(a)
	 “QIB”
	  	1.1(a) of Appendix A
	 “Registrar”
	  	2.03(a)
	 “Regulation S”
	  	1.1(a) of Appendix A
	 “Regulation S Global Note”
	  	2.1(b) of Appendix A
	 “Regulation S Notes”
	  	2.1(a) of Appendix A
	 “Reinstatement Date”
	  	4.17(b)
	 “Restricted Payment”
	  	4.08(a)
	 “Restricted Notes Legend”
	  	2.2(e) of Appendix A
	 “Revocation”
	  	4.13(b)
	 “Rule 144”
	  	1.1(a) of Appendix A


  
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	 Term
	  	 Defined in Section

	 “Rule 144A”
	  	1.1(a) of Appendix A
	 “Rule 144A Global Note”
	  	2.1(b) of Appendix A
	 “Rule 144A Notes”
	  	2.1(a) of Appendix A
	 “Second Commitment”
	  	4.16(b)
	 “Successor Company”
	  	5.01(a)
	 “Successor Guarantor”
	  	5.01(c)
	 “Suspended Covenants”
	  	4.17(a)
	 “Suspension Date”
	  	4.17(a)
	 “Suspension Period”
	  	4.17(b)
	 “Unrestricted Global Note”
	  	1.1(a) of Appendix A

 Section 1.03 Rules of Construction. 

Unless the context otherwise requires: 

(1) a term defined in Section 1.01 or 1.02 has the meaning assigned to it therein; 

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

(3) “or” is not exclusive; 

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

(5) provisions apply to successive events and transactions; 

(6) unless the context otherwise requires, any reference to an “Appendix,” “Article,” “Section,”
“clause,” “Schedule” or “Exhibit” refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture; 

(7) the words “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and
not any particular Article, Section, clause or other subdivision; 
 (8) “including” means including without
limitation; 
 (9) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time to time; 
 (10) unless otherwise
provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the
terms of this Indenture; 
 (11) in the event that a transaction meets the criteria of more than one category of permitted
transactions or listed exceptions, the Company may classify such transaction as it, in its sole discretion, determines; and 

  
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 (12) unless otherwise provided in this Indenture or in any Note, the words
“execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any Note or any of the transactions contemplated
hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree
to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee. 

Section 1.04 [Reserved]. 
 Section 1.05 Acts
of Holders. 
 (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. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantors. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Company and the Guarantors, if made in the manner
provided in this Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved
(1) 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 or (2) in any other manner deemed reasonably sufficient by the Trustee. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof
of the authority of the Person executing the same. 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 every future
Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Company or the Guarantors in
reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Company may set a record date for purposes of
determining the identity of Holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on or consent to any action authorized or
permitted to be taken by Holders; 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 clause (f) below. Unless otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date
shall be the later of 30 days prior 

  
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to the first solicitation of such consent or vote or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation or vote. If any record date is set pursuant to
this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or
not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notes,
or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own 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 in the manner set forth in Section 12.02. 
 (f) The Trustee
may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 6.01(a), (2) any declaration of acceleration referred to in Section 6.02,
(3) any direction referred to in Section 6.05 or (4) any request to pursue a remedy as permitted in Section 6.06. If any record date is set pursuant to this paragraph, the Holders 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 made, given or taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. 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 and to each Holder in the manner set forth in Section 12.02. 

(g) Without limiting the foregoing, a Holder entitled 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. Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

(h) Without limiting the generality of the foregoing, a Holder, including a 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 a Depositary that is 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. 

(i) 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 a Depositary entitled under the procedures of such Depositary, if any, 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; provided that if such a record date is fixed, only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitled to
make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date. 

  
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 (j) With respect to any record date set pursuant to this Section 1.05, the party hereto
that sets such record date 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 other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 12.02, on or prior to both the existing and the new Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section 1.05, the party hereto which set such record date shall be deemed to have initially designated the 90th 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 clause (j). 
 Section 1.06 Limited Condition Transaction. 

(a) When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in
connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of the proceeds thereof, the Incurrence of Liens,
repayments, Restricted Payments and Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such
basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture shall be deemed to
be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event) and
if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the
Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such
transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied
with (or satisfied) for all purposes; provided that (a) compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such
Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments
and Asset Dispositions) and (b) Consolidated EBITDA for purposes of the Consolidated Coverage Ratio, Secured Net Leverage Ratio and Net Leverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin
contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. 

(b) For the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations
in Consolidated EBITDA of the Company, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred
due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and
prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition
Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition
Transaction. 

  
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 ARTICLE 2 

THE NOTES 
 Section 2.01 Form and Dating;
Terms. 
 (a) Provisions relating to the Initial Notes, Additional Notes, and any other Notes issued under this Indenture are set forth
in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. However, to the extent that any provision of Appendix A conflicts with the express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling. The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may
have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

(b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes shall be subject to repurchase by the Company
pursuant to an Asset Disposition Offer as provided in Section 4.16 or a Change of Control Offer as provided in Section 4.15, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable, other than as provided in
Article 3. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company
without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than issue date, issue price and, if applicable, the
first interest payment date and the first date from which interest will accrue) as the Initial Notes; provided that the Company’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.09;
provided, further, that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under this Indenture and will have a separate CUSIP number
and ISIN from the Initial Notes. Any Additional Notes shall be issued with the benefit of a supplemental indenture to this Indenture. 
 Section 2.02
Execution and Authentication. 
 (a) At least one Officer shall execute the Notes on behalf of the Company by manual, facsimile or
other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 

  
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 (b) A Note shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly
authenticated and delivered under this Indenture. 
 (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the
Company signed by an Officer (an “Authentication Order”) and an Officers’ Certificate, authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an
Authentication Order and the documents required by Section 12.04, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. 

(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate
of the Company. 
 (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one
Officer of the Company (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, (ii) subject to the terms of this Indenture, Additional Notes, (iii) any other Unrestricted Global Notes
issued in exchange for any of the foregoing in accordance with this Indenture and (iv) Notes pursuant to Sections 2.06, 2.07, 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05 in accordance with this Indenture. Such order shall specify the amount of the
Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes. 

Section 2.03 Registrar and Paying Agent. 

(a) The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and at least one office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar, and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its
Restricted Subsidiaries may act as Paying Agent or Registrar. 
 (b) The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. 

(c) The Company will be responsible for making calculations called for under the Notes, including but not limited to determination of
redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and, absent manifest error, the Trustee is
entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. 

  
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 Section 2.04 Paying Agent to Hold Money in Trust. 

The Company shall, no later than 11:00 a.m. (New York City time) on each due date for the payment of principal, premium, if any, and interest
on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the
payment of principal, premium, if any, and interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying Agent shall have no further liability for the money. If the Company or a Subsidiary acts
as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying
Agent for the Notes. 
 Section 2.05 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of all Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of the Holders. 
 Section 2.06 Transfer and Exchange. 

(a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and
in compliance with Appendix A. 
 (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 

(c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange (other than pursuant to Section 2.07), but the Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05). 
 (d) All Global Notes
and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (e) Neither the Company nor the Registrar
shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the
close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition
Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment
Date. 

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

(g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02,
the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 

(h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail or deliver
in accordance with the Applicable Procedures, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. 

(i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. 
 Section 2.07 Replacement
Notes. 
 If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully
taken and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the
Trustee’s requirements are otherwise met. If required by the Trustee or the Company, an indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. Every replacement Note is a contractual
obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, in case any
mutilated, lost, destroyed or wrongfully taken 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. 

Section 2.08 Outstanding Notes. 

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it
for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of
Section 3.07(b). 

  
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 (b) If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New
York. 
 (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it
ceases to accrue from and after the date of such payment. 
 (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of
any thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 

In determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver or consent, Notes
beneficially owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or any Affiliate of the Company or of such other obligor. 

Section 2.10 Temporary Notes. 

Until definitive Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits
accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11 Cancellation. 

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the cancellation of all cancelled
Notes shall, upon the written request of the Company, be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

Section 2.12 Defaulted Interest. 

(a) If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in 

  
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the Notes and in Section 4.01. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee 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 Section 2.12. The Company shall fix or cause to be fixed each such special
record date and payment date; provided that no such special record date shall be less than ten days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Company of such special record date. At
least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or deliver by electronic transmission in accordance with the Applicable
Procedures, or cause to be mailed or delivered by electronic transmission in accordance with the Applicable Procedures to each Holder, a notice that states the special record date, the related payment date and the amount of such interest to be paid.

 (b) Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue interest, which were carried by such other Note. 

Section 2.13 CUSIP and ISIN Numbers 

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

ARTICLE 3 
 REDEMPTION 

Section 3.01 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least five Business Days before
notice of redemption is required to be mailed or sent or caused to be mailed or sent to Holders pursuant to Section 3.03 (unless a shorter notice shall be agreed to by the Trustee) but not more than 70 days before a redemption date, an
Officers’ Certificate setting forth (1) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption shall occur, (2) the redemption date, (3) the principal amount of the Notes to be
redeemed, (4) the redemption price, if then ascertainable and (5) any condition precedent to such redemption pursuant to Section 3.07(f). 

Section 3.02 Selection of Notes to Be Redeemed or Purchased. 

(a) If less than all of the Notes are to be redeemed pursuant to Section 3.07 or purchased in an Offer to Purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased on a pro rata basis, by lot in accordance with the Applicable Procedures or by such other method as the Trustee in its sole discretion deems to be fair and appropriate. In the event
of partial 

  
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redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than ten nor more than 60 days prior to the
redemption date by the Trustee from the then outstanding Notes not previously called for redemption or purchase. 
 (b) The Trustee shall
promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole number multiples of $1,000; provided that no Notes of $2,000 in principal amount or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased,
the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 (c) After the redemption date, upon
surrender of a Note to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note, representing the same Indebtedness to the extent not redeemed, shall be issued in the name of the Holder
of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption). 
 Section 3.03
Notice of Redemption. 
 (a) Subject to Section 3.09, the Company shall mail or deliver by electronic transmission in accordance
with the Applicable Procedures, or cause to be mailed (or delivered by electronic transmission in accordance with the Applicable Procedures) notices of redemption of Notes not less than ten days but not more than 60 days before the redemption date
to each Holder whose Notes are to be redeemed pursuant to this Article at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, except that redemption notices may be mailed or delivered more than 60 days
prior to a redemption date if the notice is issued in connection with Article 8 or Article 11. 
 (b) The notice shall identify the Notes to
be redeemed (including CUSIP and ISIN number, if applicable) and shall state: 
 (1) the redemption date; 

(2) the redemption price, including the portion thereof representing any accrued and unpaid interest to, but excluding, the
redemption date; provided that in connection with a redemption under Section 3.07(a), the notice need not set forth the redemption price but only the manner of calculation thereof; 

(3) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed; 

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

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

(6) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date; 

  
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 (7) the paragraph or subparagraph of the Notes or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the
correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and 
 (9) if
applicable, any condition to such redemption. 
 (c) At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense; provided that the Company shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to
this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice, together with the notice to be given, setting forth the information to be stated in such
notice as provided in Section 3.03(b). 
 (d) If any notice of redemption is conditioned upon the satisfaction of one or more
conditions precedent, such notice of redemption shall state that such redemption may be delayed until all such conditions have been satisfied or that such redemption may not occur and such notice may be rescinded in the event that any such condition
precedent shall not have occurred, in each case as stated in such notice of redemption. The Company will provide prompt written notice to the Trustee and each Holder of the Notes (in the same manner in which the notice of redemption was given)
delaying or rescinding such redemption not later than 5:00 p.m. (New York City time) two Business Days immediately prior to the redemption date in the event that any such condition precedent shall not have occurred, and the Company may delay such
redemption until a new redemption date set forth in such notice (provided that such new redemption date shall not be more than 60 days after the date the original redemption notice was mailed (or delivered by electronic transmission in
accordance with the Applicable Procedures) pursuant to Section 3.03(a)) or rescind the redemption and notice of redemption, in which case the notice of redemption shall be of no force or effect. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed or delivered in accordance with Section 3.03, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price (except as provided for in Section 3.07(f)). The notice, if mailed or delivered by electronic transmission in a 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 or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note. Subject to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

Section 3.05 Deposit of Redemption or Purchase Price. 

(a) No later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such later time on such date as consistent with the
Applicable Procedures to which the Trustee may reasonably agree), the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be
redeemed or purchased on that date. If funds for such purpose are on deposit, the Paying Agent shall promptly send or mail to each Holder whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereof and accrued
and unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued and unpaid interest on, all Notes to be redeemed or purchased. 

  
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 (b) If the Company complies with the provisions of Section 3.05(a), on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest to the redemption or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name such Note is registered at the close of business on such Record Date. If any
Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and, to the extent lawful, on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01. 

Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the
Trustee shall promptly authenticate and mail to the Holder (or cause to be transferred by book entry) at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing
the same Indebtedness to the extent not redeemed or purchased; provided that each new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything
in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate such new Note. 

Section 3.07 Optional Redemption. 

(a) At any time prior to March 1, 2024, the Company may on any one or more occasions redeem the Notes, in whole or in part, upon notice
pursuant to Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Promptly after the
determination thereof, the Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. 

(b) Prior to March 1, 2024, the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of
the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings, upon notice pursuant to Section 3.03, at a redemption price equal to 104.000% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date; provided that (1) at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect
to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (2) such redemption occurs within 120 days after the date of closing of such Equity Offering. 

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes shall not be redeemable at the Company’s option prior
to March 1, 2024. 
 (d) On and after March 1, 2024, the Company may redeem the Notes, in whole or in part, upon notice pursuant
to Section 3.03 at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, if
redeemed during the 12-month period beginning on March 1 of each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2024
	  	 	102.000	% 
	 2025
	  	 	101.000	% 
	 2026 and thereafter
	  	 	100.000	% 


  
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 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06. 
 (f) Any redemption notice in connection with this Section 3.07 may, at the Company’s
discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other transaction involving the Company. If a redemption is subject to the satisfaction of one or more conditions precedent, the Company may
delay the redemption date until such time as any or all such conditions shall be satisfied, and any related redemption notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by
the redemption date so delayed. 
 (g) The Company may acquire Notes by means other than a redemption, whether by tender offer, open market
purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture. 

Section 3.08 Mandatory Redemption. 

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

Section 3.09 Offers to Repurchase by Application of Excess Proceeds. 

(a) In the event that, pursuant to Section 4.16, the Company is required to commence an Asset Disposition Offer, the Company will follow
the procedures specified below. 
 (b) The Asset Disposition Offer will remain open for the Asset Disposition Offer Period. No later than
the Asset Disposition Purchase Date, the Company will apply all Excess Proceeds to the purchase of the Asset Disposition Offer Amount, or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has
been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as redemption payments on the Notes are made. 

(c) If the Asset Disposition Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and
unpaid interest to, but excluding, the Asset Disposition Purchase Date, shall be paid on the Asset Disposition Date to the Person in whose name a Note is registered at the close of business on such Record Date. 

(d) Upon the commencement of an Asset Disposition Offer, the Company shall mail a notice (or, in the case of Global Notes, otherwise
communicate in accordance with the Applicable Procedures of the Depositary) to each of the Holders, with a copy to the Trustee, which notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Asset Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Disposition Offer, shall state: 

(1) that the Asset Disposition Offer is being made pursuant to this Section 3.09 and Section 4.16 and the length of
time the Asset Disposition Offer shall remain open; 

  
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 (2) the Asset Disposition Offer Amount, the purchase price, including the
portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date; 
 (3) that any Note
not properly tendered or accepted for payment shall continue to accrue interest; 
 (4) that, unless the Company defaults in
making such payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest on and after the Asset Disposition Purchase Date; 

(5) that Holders electing to have a Note purchased pursuant to an Asset Disposition Offer may elect to have Notes purchased in
integral multiples of $1,000 only; 
 (6) that Holders electing to have a Note purchased pursuant to any Asset Disposition
Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or to transfer such Note by book-entry transfer, to the Company, the Depositary, if applicable, or a
Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date; 

(7) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case
may be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the
Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased; 

(8) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the
Asset Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Pari Passu Indebtedness
validly tendered and not properly withdrawn and the selection of the Notes for purchase shall be made by the Trustee by such method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Note having a principal
amount of $2,000 shall be purchased in part; and 
 (9) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same Indebtedness to the extent not repurchased. 

(e) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis
to the extent necessary or as otherwise provided in Section 4.16(c), the Asset Disposition Offer Amount of Notes and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition
Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Notes, in integral multiples of $1,000; provided that if,
following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining
principal amount of such Note outstanding immediately after such repurchase is $2,000. The Company will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officers’ Certificate stating the aggregate principal amount
of Notes so accepted and that such Notes were accepted for payment by the Company in accordance with the terms of this Section 3.09. In addition, the Company will deliver all certificates and instruments, if any, required by the agreements
governing the Pari Passu Indebtedness. 

  
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 (f) The Paying Agent or the Company, as the case may be, will promptly, but in no event
later than five Business Days after termination of the Asset Disposition Offer Period, mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures) to each tendering Holder or holder or lender of Pari Passu Indebtedness,
as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company
will promptly issue a new Note, and the Trustee, upon delivery of an Authentication Order from the Company, will authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any
unpurchased portion of the Note surrendered; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company will take any and all other actions
required by the agreements governing the Pari Passu Indebtedness with respect to the applicable Asset Disposition. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. 

(g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this
Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict. 

(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such
Notes in connection with any tender offer or other offer to purchase Notes (including pursuant to a Change of Control Offer, Alternate Offer or an offer to purchase with the proceeds from any Asset Disposition) and the Company, or any third party
making such offer in lieu of the Company as set forth in clause (f) of Section 4.15, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right, upon not less
than ten days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such offer, to redeem or purchase all Notes that remain outstanding following such purchase at the applicable price paid to
Holders in such purchase plus accrued and unpaid interest to, but excluding, the date of redemption. 
 Other than as specifically provided
in this Section 3.09 or Section 4.16, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06. 

ARTICLE 4 
 COVENANTS 

Section 4.01 Payment of Notes. 
 (a)
The Company will pay, or cause to be paid, the principal, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary, holds as of 11:00 a.m. (New York City time), on the date due money deposited by the Company in immediately available funds and designated for and sufficient to pay the principal, premium, if
any, and interest then due. 

  
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 (b) The Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02
Maintenance of Office or Agency. 
 The Company shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company and the Guarantors 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 any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that the Corporate Trust
Office of the Trustee shall not be an office or agency for the purposes of service of legal process against the Company or any Guarantor. 

The Company may also from time to time designate additional offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.03. 
 Section 4.03 Taxes. 

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

 Section 4.04 Stay, Extension and Usury Laws. 

Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.05
Corporate Existence. 
 Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in
full force and effect (1) its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries, in accordance with the 

  
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respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (2) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any of
its Restricted Subsidiaries, if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole. 

Section 4.06 Reports and Other Information. 

(a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Company will file with the SEC within the time periods (including any grace
period or extension permitted by the SEC) specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for
filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations): 
 (1)
all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and
analysis of financial condition and results of operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; 

(2) all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” section; and 

(3) all current reports that would be required to be filed with the SEC on Form 8-K, or
any successor or comparable form, if the Company were required to file such reports. 
 (b) Notwithstanding Section 4.06(a), the
Company will not be obligated to file such reports with the SEC if the SEC does not permit such filings, so long as the Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers
of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to Section 4.06(a). In addition, to the extent not satisfied by the foregoing, for so long as
any Notes are outstanding, the Company will furnish to Holders and to securities analysts and prospective purchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long as the Notes are not freely transferable under the Securities Act. 
 (c) The requirements set forth in Sections 4.06(a) and 4.06(b)
may be satisfied by the Company posting the required reports on its website or delivering such information to the Trustee and posting copies of such information on any website (which may be nonpublic and may be maintained by the Company or a third
party) to which access will be given to Holders, securities analysts and prospective purchasers of the Notes, in each case within the time periods that would apply if the Company were required to file those reports with the SEC. 

  
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 (d) In addition, no later than ten Business Days after the date the annual and quarterly
financial information for the prior fiscal period have been furnished pursuant to Section 4.06(a)(1) or (2), the Company shall also hold live quarterly conference calls with the opportunity to ask questions of management; provided that,
as long as the Company holds quarterly conference calls for investors in its common stock, it shall not be required to hold separate or additional conference calls for the benefit of the Holders and beneficial owners of the Notes, prospective
purchasers of the Notes, securities analysts and market making financial institutions. No fewer than five Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire
services announcing such conference call, which press release shall contain information on how and when to access such conference call. 

(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually
or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required by this Section 4.06 shall include a reasonably detailed presentation, as determined in good faith by Senior
Management of the Company, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of
the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. 

(f) Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s
receipt of such 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 or under the Notes (as to
which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to
any reports or other documents filed with the SEC or posted on the Company’s website, or participate in any conference calls. 
 Section 4.07
Compliance Certificate. 
 (a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending
after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officer with a view to determining whether the Company and each Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such
Officer signing such certificate, that to the best of his or her knowledge, the Company and each Guarantor have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default has occurred or
is continuing in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and be continuing, describing all such Defaults of which he or she may have knowledge
and what action the Company and each Guarantor are taking or propose to take with respect thereto). 
 (b) When any Default has occurred and
is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Company will promptly (which
shall be within 30 days following the date on which the Company becomes aware of such Default, receives notice of such Default or becomes aware of such action, as applicable) send to the Trustee an Officers’ Certificate specifying such event,
its status and what action the Company is taking or proposes to take with respect thereof. 

  
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 Section 4.08 Limitation on Restricted Payments. 

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

(1) declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect
of its or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) other than: 

(A) dividends or distributions payable solely in Capital Stock of the Company (other than Disqualified Stock); and 

(B) dividends or distributions by a Restricted Subsidiary, so long as, in the case of any dividend or distribution payable on
or in respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the Company or the Restricted Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend or
distribution; 
 (2) purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or
consolidation, any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary; 

(3) make any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to
any scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, other than: 

(A) Indebtedness of the Company owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by the
Company or any other Guarantor permitted under clause (5) of Section 4.09(b); or 
 (B) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations of any Guarantor purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement; or 

(4) make any Restricted Investment 

(all such payments and other actions referred to in clauses (1) through (4) of this Section 4.08(a) (other than any exception thereto) shall be
referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment: 

(A) no Default shall have occurred and be continuing (or would result therefrom); 

  
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 (B) immediately after giving effect to such transaction on a pro
forma basis, the Company could Incur $1.00 of additional Indebtedness under Section 4.09(a); and 
 (C) the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (including Restricted Payments permitted by clauses (4) and (6) of Section 4.08(b) but excluding Restricted
Payments permitted by all other clauses of Section 4.08(b)) would not exceed the sum of (without duplication): 
 (i)
50% of Consolidated Net Income for the period (treated as one accounting period) from July 4, 2017 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available
(or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus 
 (ii) 100% of the
aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the
Issue Date, other than: 
  

	 	(x)	 Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or to
an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such
loans have been repaid with cash on or prior to the date of determination; and 


  

	 	(y)	 Net Cash Proceeds received by the Company from the issue and sale of its Capital Stock or capital contributions
to the extent applied in accordance with Section 4.08(b)(7)(A); plus 


 (iii) the amount by
which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company or any Restricted Subsidiary
(other than Indebtedness held by a Subsidiary of the Company) convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by
the Company upon such conversion or exchange); plus 
 (iv) the amount equal to the net reduction in Restricted
Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from: 
  

	 	(x)	 repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of
such Restricted Investment to a purchaser that is not an Affiliate, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary (other than
for reimbursement of tax payments), and the amount of any cancellation of any Guarantee or other contingent obligation constituting a Restricted Investment; or 



  
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	 	(y)	 the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger or consolidation of an
Unrestricted Subsidiary with and into the Company or any of its Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”), 



which amount in each case under this clause (iv) was previously included in the calculation of the amount of Restricted Payments;
provided, however, that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income. 

(b) The provisions of Section 4.08(a) will not prohibit: 

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or
Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and
other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any
Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (C)(ii) of
Section 4.08(a); 
 (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of
Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or any purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations of any Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations of a Guarantor,
so long as such refinancing Subordinated Obligations or Guarantor Subordinated Obligations are permitted to be Incurred pursuant to Section 4.09 and constitute Refinancing Indebtedness; 

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or
a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is
permitted to be Incurred pursuant to Section 4.09 and constitutes Refinancing Indebtedness; 
 (4) the payment,
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation in the event of a Change of Control Offer, Alternate Offer or Asset Disposition Offer (A) at a purchase price not greater
than 101% of the principal amount of such Subordinated Obligations in the event of a Change of Control Triggering Event in accordance with provisions similar to Section 4.15 or (B) at a purchase price not greater than 100% of the principal
amount thereof in accordance with provisions similar to Section 4.16; provided that, prior to or simultaneously with such payment, purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the
Change of Control Offer, Alternate Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with
such Change of Control Offer, Alternate Offer or Asset Disposition Offer; 

  
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 (5) any purchase or redemption of Subordinated Obligations or Guarantor
Subordinated Obligations from Net Available Cash to the extent permitted under Section 4.16; 
 (6) dividends paid
within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this Section 4.08; 

(7) the purchase, redemption or other acquisition (including by cancellation of Indebtedness), cancellation or retirement for
value of Capital Stock or equity appreciation rights of the Company or any direct or indirect parent of the Company held by any existing or former directors, officers or employees of the Company or any Subsidiary of the Company or their assigns,
estates or heirs, in each case in connection with the repurchase provisions under stock option or stock purchase agreements or other agreements to compensate such persons approved by the Board of Directors of the Company or upon their death,
disability or termination; provided that such Capital Stock or equity appreciation rights were received for services related to, or for the benefit of, the Company and its Restricted Subsidiaries; and provided, further, that
such redemptions or repurchases pursuant to this clause will not exceed $10.0 million in the aggregate in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years, subject to a maximum of
$25.0 million in any calendar year), although such amounts may be increased by an amount not to exceed: 
 (A) the Net
Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, the Net Cash Proceeds from the sale of Capital Stock of any of the Company’s direct or indirect parent
companies, in each case to existing or former directors, officers or employees of the Company, or any of its Subsidiaries that occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise
been applied to the payment of Restricted Payments; plus 
 (B) the cash proceeds of key man life insurance policies
received by the Company or its Restricted Subsidiaries after the Issue Date; less 
 (C) the amount of any Restricted
Payments made since the Issue Date with the Net Cash Proceeds described in clauses (A) and (B) of this clause (7); 

(8) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in
accordance with the terms of this Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense”; 

(9) repurchases of Capital Stock deemed to occur upon the exercise, conversion or exchange of stock options, warrants, other
rights to purchase Capital Stock or other convertible or exchangeable securities if such Capital Stock represents all or a portion of the exercise price thereof or if such repurchases occur in connection with the exercise and settlement of a
Permitted Bond Hedge; 
 (10) the distribution, by dividend or otherwise, of shares of Capital Stock of Unrestricted
Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or cash equivalents); 
 (11) any
payment of cash by the Company in respect of fractional shares of the Company’s Capital Stock upon the exercise, conversion or exchange of any stock options, warrants, other rights to purchase Capital Stock or other convertible or exchangeable
securities; 

  
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 (12) any payment of cash by the Company or any Subsidiary issuer to a holder
of Convertible Notes upon conversion or exchange of such Convertible Notes, which cash payment is made at the election of the Company or such Subsidiary and does not exceed an amount equal to the principal amount of the Convertible Notes that are
converted or exchanged, any premiums required by the instruments governing such Convertible Notes (so long as immediately after giving effect to the cash settlement thereof, the Net Leverage Ratio on the date of the making of such Restricted Payment
is less than 2.75 to 1.00) and any accrued interest paid thereon; 
 (13) the purchase of any Permitted Bond Hedge or the
cash settlement of any Permitted Warrant (so long as immediately after giving effect to the cash settlement thereof, the Net Leverage Ratio on the date of the making of such Restricted Payment is less than 2.75 to 1.00); 

(14) any Restricted Payment, so long as immediately after giving effect to such Restricted Payment, the Net Leverage Ratio on
the date of the making of such Restricted Payment is less than or equal to 2.50 to 1.0; 
 (15) the declaration and payment
of dividends on the Company’s Capital Stock (or the payment of dividends to any direct or indirect parent of the Company to fund the payment by any direct or indirect parent of the Company of dividends on such entity’s Capital Stock) in an
amount not to exceed (I) up to 6.0% per annum of the Company’s then Market Capitalization plus (II) up to 6.0% per annum of the gross cash proceeds, net of any underwriting spread paid in cash, received by the Company from any
Equity Offering of Capital Stock or contributed to the Company by any direct or indirect parent of the Company from any Equity Offering of Capital Stock by such direct or indirect parent entity; 

(16) other Restricted Payments not to exceed the greater of (a) $200.0 million and (b) 75.0% of Consolidated EBITDA for
the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a consolidated basis are available in the aggregate since the Issue Date; and 

(17) any purchase of Common Stock pursuant to the $100.0 million share repurchase program announced by the Company on
February 3, 2021; 
 provided, however, that at the time of and after giving effect to, any Restricted Payment permitted under clauses
(5), (7), (8), (10), (14), (15), (16) and (17), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets
or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The amount of any Restricted Payment paid in cash shall be its face amount. 

(d) To the extent any cash or any other property (other than Capital Stock of the Company which is not Disqualified Stock) is distributed by
the Company or any of its Restricted Subsidiaries upon the conversion or exchange of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock of the Company, (1) any amount of such cash or
property that exceeds the principal amount of the Indebtedness that is converted or exchanged (and only such excess amount) and any accrued interest paid thereon shall be deemed to be a Restricted Payment described in clause (2) of
Section 4.08(a) and (2) the amount of such cash or property up to an amount equal to the principal amount of the Indebtedness that is converted or exchanged and any accrued 

  
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interest paid thereon shall be deemed to be a Restricted Payment described in clause (3) of Section 4.08(a) if such Indebtedness is a Subordinated Obligation or Guarantor Subordinated
Obligation. If the Company or any of its Restricted Subsidiaries repurchases any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock of the Company in the open market at a price in excess of the
principal amount of such Indebtedness and any accrued interest thereon, such excess amount (and only such excess amount) shall be deemed to be a Restricted Payment described in clause (2) of Section 4.08(a). Subject to the foregoing, in
determining whether any Restricted Payment is permitted by this Section 4.08, the Company may allocate or reallocate, at any time and from time to time, all or any portion of such Restricted Payment among all clauses of the preceding clause
(b) or among such clauses and Section 4.08(a); provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of this
Section 4.08. 
 (e) For the avoidance of doubt, this Section 4.08 shall not restrict the making of any “AHYDO catch-up payment” with respect to, and required by the terms of, any Indebtedness of the Company or any of the Restricted Subsidiaries permitted to be incurred under the terms of this Indenture. 

Section 4.09 Limitation on Indebtedness. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness); provided, however, that the Company and any of its Restricted Subsidiaries may Incur Indebtedness if on the date thereof and after giving effect thereto on a pro forma basis (after giving effect to the
application of the proceeds of such Incurrence) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.0 to 1.0; provided, further, that Non-Guarantor Subsidiaries
may not Incur Indebtedness pursuant to the Consolidated Coverage Ratio test under this Section 4.09(a) if, after giving pro forma effect to such Incurrence (including the application of the proceeds therefrom), more than an aggregate of
the greater of (x) $125.0 million and (y) 45.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a
consolidated basis are available at the time of Incurrence of Indebtedness of Non-Guarantor Subsidiaries would be outstanding pursuant to the Consolidated Coverage Ratio test under this Section 4.09(a).

 (b) The provisions of Section 4.09(a) will not prohibit the Incurrence of the following Indebtedness: 

(1) Indebtedness of the Company or any Restricted Subsidiary Incurred under a Debt Facility (including, without limitation,
Indebtedness outstanding under the Senior Credit Facilities and the Asia ABL Facility on the Issue Date) and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with undrawn trade letters of credit and
reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount outstanding at any
one time not to exceed the greater of (x) $1,000.0 million and (y) an amount such that the Secured Net Leverage Ratio is less than or equal to 3.75 to 1.0 (assuming, for purposes of the calculation of the Secured Net Leverage Ratio, that
any commitments with respect to Indebtedness under any revolving Debt Facility permitted to be incurred under this clause (1) are fully drawn on such date); provided that solely for purposes of calculating the Secured Net Leverage Ratio
under this clause (1), any outstanding Indebtedness Incurred under this clause (1) that is unsecured shall nevertheless be deemed to be secured by a Lien; 

  
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 (2) Indebtedness represented by the Notes (including any Note Guarantee)
(other than any Additional Notes); 
 (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the
Issue Date (other than Indebtedness described in clauses (1), (2), (4), (5), (6), (8), (10), (11), (12), (15), (16), (17) and (18) of this Section 4.09(b)); 

(4) Guarantees by (A) the Company or Guarantors of Indebtedness permitted to be Incurred by the Company or a Guarantor in
accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in
right of payment to the Notes or the Note Guarantee, as the case may be, to the same extent as the Subordinated Obligation or Guarantor Subordinated Obligation, as applicable, and (B) Non-Guarantor
Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of this Indenture; 

(5) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or
Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however, that for purposes of this clause (5), 

(A) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being
beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and 

(B) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the
Company (other than a Receivables Entity) 
 shall be deemed, in each case under this clause (5), to constitute an Incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, as of the time of such issuance or transfer; 

(6) Disqualified Stock or Preferred Stock of a Restricted Subsidiary held by the Company or any other Restricted Subsidiary
(other than a Receivables Entity); provided, however, (A) any subsequent issuance or transfer of Capital Stock or any other event which results in such Disqualified Stock or Preferred Stock being beneficially held by a Person
other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and (B) any sale or other transfer of any such Disqualified Stock or Preferred Stock to a Person other than the Company or a Restricted
Subsidiary of the Company (other than a Receivables Entity) shall be deemed, in each case under this clause (6), to constitute an Incurrence of such Disqualified Stock or Preferred Stock by such Subsidiary, as of the time of such issuance or
transfer; 
 (7) (a) Indebtedness of the Company or any of its Restricted Subsidiaries Incurred or assumed in connection with
an acquisition of a Person in which such Person becomes a Restricted Subsidiary of the Company or all or substantially all of the assets of such Person are acquired by or such Person is merged with or into the Company or any of its Restricted
Subsidiaries or (b) Indebtedness of Persons Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary of the Company or all or substantially all of the assets of such Person are acquired by, or such Person is
merged with or into, the Company or any Restricted Subsidiary; provided, however, that at the time such Person is acquired by, or such Person is merged with or into the Company or a Restricted Subsidiary, either 

  
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 (A) the Company would have been able to Incur $1.00 of additional
Indebtedness pursuant to Section 4.09(a) on a pro forma basis after giving effect to the Incurrence of such Indebtedness (and any application of the proceeds thereof) pursuant to this clause (7); or 

(B) on a pro forma basis, the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries is higher than
such ratio immediately prior to such acquisition or merger; 
 (8) Indebtedness under Hedging Obligations (excluding Hedging
Obligations entered into for speculative purposes); 
 (9) Indebtedness (including Capitalized Lease Obligations) of the
Company or a Restricted Subsidiary Incurred to finance the acquisition, purchase, lease, construction or improvement of any property, real property, plant or equipment used or to be used in the business of the Company or such Restricted Subsidiary,
whether through the direct purchase or acquisition of such property, real property, plant or equipment or through the purchase or acquisition of the Capital Stock of any Person owning such property, real property, plant or equipment, and any
Indebtedness of the Company or a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (9), together with any Refinancing Indebtedness Incurred pursuant to clause (14) in respect of
Indebtedness Incurred under this clause (9), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (9) and then outstanding, will not exceed
the greater of (A) $75.0 million and (B) 27.5% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a
consolidated basis are available at the time of Incurrence; 
 (10) Indebtedness Incurred by the Company or its Restricted
Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion
Guarantees (not for borrowed money) and similar obligations in the ordinary course of business; 
 (11) Indebtedness arising
from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar obligations, or letters of credit, surety bonds or performance bonds
securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business,
assets or Capital Stock of a Restricted Subsidiary or any business, assets or Capital Stock of any Person, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the
purpose of financing such acquisition; provided that with respect to a disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including
non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually
received by the Company and its Restricted Subsidiaries in connection with such disposition; 

  
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 (12) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; 

(13) Indebtedness Incurred in Qualified Receivables Transactions and Factoring Transactions in an aggregate principal amount
which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and outstanding at the time of such Incurrence, will not exceed the greater of (A) $100.0 million and (B) 37.5% of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a consolidated basis are available at the time of Incurrence;

 (14) the Incurrence or issuance by the Company or any Restricted Subsidiary of Refinancing Indebtedness that serves to
refund or refinance any Indebtedness Incurred as permitted under Section 4.09(a) and clauses (2), (3), (7), (9), (20), (21), (22) and this clause (14) of this Section 4.09(b), or any Indebtedness issued to so refund or refinance such
Indebtedness, including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by the Company, tender premiums), defeasance and discharge costs, accrued interest and fees and expenses in connection
therewith; 
 (15) Indebtedness consisting of Indebtedness issued by the Company or any Restricted Subsidiary to existing or
former directors, officers or employees of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case to finance the purchase, redemption or other acquisition of Capital Stock or equity appreciation rights of the
Company to the extent described in clause (7) of Section 4.08(b); 
 (16) Cash Management Obligations and
guarantees in respect thereof incurred in the ordinary course of business; 
 (17) Indebtedness representing installment
insurance premiums of the Company or any Restricted Subsidiary owing to insurance companies in the ordinary course of business; 

(18) unsecured guarantees Incurred in the ordinary course of business by the Company of operating leases of Subsidiaries; 

(19) Attributable Indebtedness, when taken together with the amount of all other Attributable Indebtedness Incurred pursuant to
this clause (19), in an aggregate amount outstanding at any one time not to exceed $25.0 million; 
 (20) Indebtedness,
together with any Refinancing Indebtedness Incurred pursuant to clause (14) in respect of Indebtedness Incurred under this clause (20), in an amount not to exceed the aggregate Net Cash Proceeds and the Fair Market Value of marketable
securities or other property received from issuances described in clause (C)(ii) of Section 4.08(a), but only to the extent that such proceeds will be excluded from such clause (C)(ii) and from clause (1) of Section 4.08(b); 

(21) Indebtedness of Non-Guarantor Subsidiaries, together with any Refinancing
Indebtedness Incurred pursuant to clause (14) in respect of Indebtedness Incurred under this clause (21), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred
pursuant to this clause (21) and then 

  
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outstanding will not exceed the greater of (a) $150.0 million and (b) 55.0% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date
of such determination for which internal financial statements prepared on a consolidated basis are available at the time of Incurrence; and 

(22) in addition to the items referred to in clauses (1) through (21) above, Indebtedness of the Company and its
Restricted Subsidiaries, together with any Refinancing Indebtedness Incurred pursuant to clause (14) in respect of Indebtedness Incurred under this clause (22), in an aggregate outstanding principal amount which, when taken together with the
principal amount of all other Indebtedness Incurred pursuant to this clause (22) and then outstanding, will not exceed the greater of (a) $150.0 million and (b) 55.0% of Consolidated EBITDA for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a consolidated basis are available at the time of Incurrence. 

(c) The Company will not Incur any Indebtedness under Section 4.09(b) if the proceeds thereof are used, directly or indirectly, to
refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness under Section 4.09(b) if the
proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness will be subordinated to the obligations of such Guarantor under its Note Guarantee to at least the same
extent as such Guarantor Subordinated Obligations. Notwithstanding the two immediately preceding sentences, nothing shall prohibit the Company or any Guarantor from incurring any Indebtedness permitted to be Incurred under this covenant and using
the proceeds therefrom to repay or refinance Subordinated Obligations or Guarantor Subordinated Obligation, to the extent such repayment or refinancing is then permitted under Section 4.08. No Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company or Guarantors solely by virtue of being unsecured, by virtue of being secured on a junior priority basis, by reason of any liens or guarantees arising or created in respect
thereof, or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. 

(d) For purposes of determining compliance with this Section 4.09: 

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in
Section 4.09(b) or may be Incurred under Section 4.09(a), the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and may later reclassify such item of Indebtedness in any manner that complies
with Section 4.09(a) or Section 4.09(b) and will be entitled to divide the amount and type of such Indebtedness among Section 4.09(a) and more than one of the clauses of Section 4.09(b); provided that all Indebtedness
outstanding on the Issue Date under the Senior Credit Facilities and the Asia ABL Facility, and all Indebtedness (or the portion thereof) Incurred under clause (1) of Section 4.09(b), shall be deemed Incurred under clause (1) of
Section 4.09(b) and not Section 4.09(a) or clause (3) of Section 4.09(b) and may not later be reclassified; 

(2) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and relate to other Indebtedness,
then such letters of credit shall be treated as Incurred pursuant to clause (1) of Section 4.09(b) and such other Indebtedness shall not be included; and 

(3) except as provided in clause (2) of this Section 4.09(d), Guarantees of, or obligations in respect of letters of
credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the calculation of such particular amount. 

  
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 (e) Accrual of interest, accrual of dividends, the accretion of accreted value, the
amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of
Indebtedness for purposes of this Section 4.09. 
 (f) In addition, the Company will not permit any of its Unrestricted Subsidiaries to
Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary
shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.09, the Company shall be in Default of this Section 4.09). 

(g) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall
not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 

(h) The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired
Indebtedness) that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated or junior in right of payment to any other Indebtedness (including Acquired Indebtedness) of the Company or such
Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated
to such other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated or junior in right of payment to any other Indebtedness solely by virtue
of (i) being unsecured or (ii) its having a junior priority with respect to the same collateral. 
 Section 4.10 Limitation on Liens.

 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur, assume or suffer
to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Subsidiaries), or income or profits therefrom, whether owned on the Issue Date or acquired after that date, which Lien is securing any
Indebtedness, unless contemporaneously with the Incurrence of such Liens: 

  
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 (1) in the case of Liens securing Subordinated Obligations or Guarantor
Subordinated Obligations, the Notes and related Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(2) in all other cases, the Notes and related Note Guarantees are equally and ratably secured or are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens. 
 Any Lien created for the benefit of Holders pursuant to this Section 4.10
shall be automatically and unconditionally released and discharged upon the release and discharge of each of the related Liens described in clauses (1) and (2) above. 

Section 4.11 Future Guarantors. 

(a) The Company will cause each Domestic Subsidiary (other than any Excluded Subsidiary) (1) that becomes a borrower under the Term Loan
Facility or the ABL Facility or that Guarantees, on the Issue Date or at any time thereafter, the Obligations under the Term Loan Facility or the ABL Facility or (2) that Guarantees any other Material Indebtedness of the Company or any
Guarantor, on the Issue Date or at any time thereafter, to execute and deliver to the Trustee a supplemental indenture substantially in the form provided as Exhibit C to this Indenture pursuant to which such Domestic Subsidiary will irrevocably and
unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture. 

(b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any Guarantees under the Term Loan Facility or the ABL Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the
Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. 
 (c) Each Note Guarantee shall be released in accordance with the provisions of
Section 10.06. 
 Section 4.12 Limitation on Restrictions on Distribution From Restricted Subsidiaries. 

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

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or
with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in
receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); 

(2) make any loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans
or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or 

  
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 (3) sell, lease or transfer any of its property or assets to the Company or
any Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.12(a)). 

(b) The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions pursuant to (i) the Senior Credit Facilities and Asia ABL Facility and
related documentation and (ii) Hedging Obligations and other agreements or instruments, in each case in effect at or entered into on the Issue Date; 

(2) this Indenture, the Notes and the Note Guarantees; 

(3) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at
the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or
assets of the Person and its Subsidiaries, so acquired (including after-acquired property); 
 (4) any amendment,
restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in this Section 4.12(b); provided, however, that such amendments, restatements, modifications, renewals,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances and restrictions contained in the agreements referred to in this
Section 4.12(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; 

(5) in the case of clause (3) of Section 4.12(a), Liens permitted to be Incurred under Section 4.10 that limit
the right of the debtor to dispose of the assets subject to such Liens; 
 (6) purchase money obligations for property
acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, to the extent such encumbrance or restriction is customary for such purchase money obligation or Capitalized Lease Obligation; 

(7) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to
an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; 

(8) restrictions on cash or other deposits or net worth imposed by customers or suppliers, or required by insurance, surety or
bonding companies; 
 (9) any customary provisions in Permitted Joint Venture agreements relating to joint ventures that are
not Restricted Subsidiaries and other similar agreements; 

  
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 (10) any customary provisions (including anti-assignment, net worth and
similar provisions) in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary; 

(11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;

 (12) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified
Receivables Transaction or Factoring Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Senior Management of the Company, are necessary to effect such Qualified Receivables Transaction or Factoring
Transaction; and 
 (13) any agreement or instrument governing any Indebtedness, Disqualified Stock or Preferred Stock
permitted to be incurred or issued under this Indenture that contains encumbrances and other restrictions that either (x) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than
(i) the restrictions contained in this Indenture or the Senior Credit Facilities as of the Issue Date or, in the case of any Refinancing Indebtedness, in the Indebtedness being refinanced, or (ii) those encumbrances and other restrictions
that are in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, (y) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable
financings for similarly situated issuers or (z) will not otherwise materially impair the Company’s ability to make payments on the Notes when due, in each case in the good faith judgment of Senior Management of the Company. 

Section 4.13 Designation of Restricted and Unrestricted Subsidiaries. 

(a) The Company may designate after the Issue Date any Subsidiary (including any newly acquired or newly formed Subsidiary) as an
“Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: 
 (1) no Default or
Event of Default has occurred and is continuing after giving effect to such Designation; 
 (2) the Subsidiary to be so
designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien with respect to, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the
Subsidiary so designated; 
 (3) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of
designation, and will at all times thereafter, consist of Non-Recourse Debt; 
 (4)
such Subsidiary and its Subsidiaries are Persons with respect to which neither the Company nor any of the Company’s Restricted Subsidiaries has any direct or indirect obligation: 

(A) to subscribe for additional Capital Stock of such Subsidiary or its Subsidiaries; or 

(B) to maintain or preserve such Subsidiary’s or any of its Subsidiaries’ financial condition or to cause such
Subsidiary or any of its Subsidiaries to achieve any specified levels of operating results; and 

  
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 (5) either (A) the Subsidiary to be so designated has total
consolidated assets of $1,000 or less or (B) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted under Section 4.08 or the definition of “Permitted Investment.” 

(b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if,
immediately after giving effect such Revocation: 
 (1) (A) The Company would be able to Incur at least $1.00 of additional
Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such
Revocation, in each case on a pro forma basis taking into account such Revocation; 
 (2) all Liens of such
Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and 

(3) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation. 

(c) Any such Designation or Revocation shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may be, and an Officers’ Certificate and an Opinion of Counsel certifying that such Designation or Revocation complies with the foregoing
conditions. 
 (d) A Revocation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of any outstanding
Indebtedness of such Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. 
 Section 4.14 Transactions with Affiliates.

 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any
transaction (including the purchase, sale, lease or exchange of any property or asset or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate payments or consideration in
excess of $5.0 million, unless: 
 (1) the terms of such Affiliate Transaction are, taken as a whole, no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’-length
dealings with a Person that is not an Affiliate; and 
 (2) in the event such Affiliate Transaction involves an aggregate
consideration in excess of $25.0 million, either (x) the terms of such transaction have been approved by a majority of the members of such Board of Directors; or (y) the Company has received a written opinion from an Independent
Financial Advisor stating that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms, taken as a whole, are not materially less favorable than those that might
reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate. 

  
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 (b) Section 4.14(a) will not apply to: 

(1) any transaction between the Company and a Restricted Subsidiary (other than a Receivables Entity) or between Restricted
Subsidiaries (other than a Receivables Entity or Receivables Entities) and any Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with
Section 4.09; 
 (2) Restricted Payments permitted to be made pursuant to Section 4.08 or Permitted Investments
(other than Permitted Investments made pursuant to clause (2), (17) or (18) of the definition thereof); 
 (3) any
issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted
stock plans, long-term incentive plans, stock appreciation rights plans, participation plans, severance agreements or similar employee benefits plans and/or indemnity provided on behalf of directors, officers, employees or consultants approved by
the Board of Directors of the Company; 
 (4) the payment of reasonable and customary fees paid to and indemnity provided on
behalf of, directors, officers, employees or consultants of the Company or any Restricted Subsidiary; 
 (5) loans or
advances to employees, officers or directors of the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practice, in an aggregate amount not in excess of $5.0 million at any one time outstanding (without
giving effect to the forgiveness of any such loan); 
 (6) any transaction pursuant to any agreement as in effect as of the
Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material
respect in the good faith judgment of the Board of Directors of the Company, when taken as a whole, than the terms of the agreements in effect on the Issue Date; 

(7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged
into the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in
the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger; 

(8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary
course of the business of the Company and its Restricted Subsidiaries, and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management
of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Company or
such Restricted Subsidiary with an unrelated Person; 

  
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 (9) sales or other transfers or dispositions of accounts receivable and
other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a
Qualified Receivables Transaction; 
 (10) any issuance or sale of Capital Stock (other than Disqualified Stock) to
Affiliates of the Company and the granting of registration and other customary rights in connection therewith; 
 (11)
transactions with a Person that is an Affiliate of the Company in its capacity as a holder of Indebtedness or Capital Stock of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliate is treated no more favorably than all other holders of such class generally; 

(12) any transaction between the Company or any Restricted Subsidiary and any Person that would constitute an Affiliate
Transaction solely because such Person is a director, or such Person has a director of which is also a director, of the Company or a Restricted Subsidiary; provided that such director abstains from voting as a director of the Company on any
matter involving such other Person; and 
 (13) transactions in which the Company or any Restricted Subsidiary delivers to
the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms, taken as a whole, are not materially less
favorable than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate. 

Section 4.15 Offer to Repurchase Upon Change of Control Triggering Event. 

(a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem all of the Notes pursuant to
Sections 3.03 and 3.07 (including by providing notice of optional redemption in accordance with Section 3.03), the Company will make an offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price
in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the right of Holders of record on a Record
Date to receive any interest due on the Change of Control Payment Date. No later than 30 days following any Change of Control Triggering Event, unless the Company has exercised its right to redeem all of the Notes pursuant to Sections 3.03 and
3.07 (including by providing notice of optional redemption in accordance with Section 3.03), the Company will mail a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable procedures
of DTC, with a copy to the Trustee, stating: 
 (1) that a Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid
interest, if any, to, but excluding, the Change of Control Payment Date (subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Payment Date); 

  
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 (2) the purchase date (which shall be no earlier than ten days nor later
than 60 days from the date such notice is mailed or otherwise delivered in accordance with the Applicable Procedures) (the “Change of Control Payment Date”); 

(3) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, that the Change of Control
Offer is or may be conditioned upon the occurrence of such Change of Control Triggering Event and describing each such condition, and, if applicable, stating that, in the Company’s discretion, the Change of Control Payment Date may be delayed
until such time as any or all such conditions shall be satisfied or waived, or that such purchase may not occur and such notice may be rescinded in the event that the Company shall determine that any or all such conditions (including the occurrence
of the Change of Control Triggering Event) shall not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; 

(4) that Notes must be tendered in minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof, and
any Note not properly tendered will remain outstanding and continue to accrue interest; 
 (5) that, unless the Company
defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; 

(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such
Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or to transfer such Notes by book-entry transfer, to the Paying Agent specified in the notice
at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such
Notes; provided that the Paying Agent receives at the address specified in the notice, not later than the expiration time of the day of the Change of Control Offer, notice, a telegram, facsimile transmission or letter setting forth the name
of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(8) that if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof); and 

(9) the procedures determined by the Company, consistent with this Section 4.15 that a Holder must follow in order to have
its Notes purchased. 
 The notice, if mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not
the Holder receives such notice. If (A) the notice is mailed or delivered in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to
receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. 

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

  
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 (1) accept for payment all Notes or portions of Notes (in minimum principal
amounts of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; provided that if, following purchase of a portion of a Note, the remaining principal amount of such Note
outstanding immediately after such purchase would be less than $2,000, then the portion of such Note so purchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such purchase is $2,000; 

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes
so tendered; and 
 (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so purchased together with
an Officers’ Certificate and an Opinion of Counsel stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company is in accordance with this Section 4.15. 

(c) The Paying Agent will promptly mail or wire transfer (or otherwise deliver in accordance with the Applicable Procedures) to each Holder of
Notes so tendered the Change of Control Payment for such Notes, and the Company will promptly issue and, upon delivery of an authentication order from the Company, the Trustee will promptly authenticate and mail (or otherwise deliver in accordance
with the Applicable Procedures or cause to be transferred by book entry) to each Holder a new Note (it being understood that, notwithstanding anything herein to the contrary, no Opinion of Counsel or Officers’ Certificate will be required for
the Trustee to authenticate and mail, deliver or transfer such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000
or integral multiples of $1,000 in excess thereof. 
 (d) If the Change of Control Payment Date is on or after a Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such
Record Date. 
 (e) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or
holders of Indebtedness incurred or issued under a credit facility, an indenture or other agreement, including the Senior Credit Facilities, that may be violated by such payment shall have consented to such Change of Control Payment being made and
waived the event of default, if any, caused by the Change of Control Triggering Event or (2) the Company shall have repaid all outstanding Indebtedness incurred or issued under a credit facility, an indenture or other agreement, including the
Senior Credit Facilities, that may be violated by a Change of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the lenders or holders of such Indebtedness that accept such offer and obtain waivers of any
event of default arising under the relevant credit facility, indenture or other agreement from those remaining lenders or holders of such Indebtedness to the extent necessary to effect such waivers. The Company covenants to effect such repayment or
obtain such consent prior to making a Change of Control Payment, it being a Default of this Section 4.15 if the Company fails to comply with such covenant. 

(f) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 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, (2) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in
contemplation of any publicly announced Change of 

  
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Control, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change
of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may
be made in advance of a Change of Control Triggering Event and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or
Alternate Offer is made. 
 (g) The Company will comply, to the extent applicable, with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of the
conflict. 
 (h) Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be
made pursuant to the provisions of Sections 3.05 and 3.06. 
 (i) The provisions of this Section 4.15 with respect to the
Company’s obligation to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes prior to the time at which a Change of Control has occurred. 

Section 4.16 Asset Dispositions. 

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

(1) except in the case of an Asset Disposition of an Investment in a Permitted Joint Venture if and to the extent such an Asset
Disposition is required by, or made pursuant to, buy/sell arrangements between the joint venture parties, the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market
Value to be determined on the date of contractually agreeing to such Asset Disposition) of the shares and/or assets subject to such Asset Disposition; and 

(2) except in the case of an Asset Disposition with a Fair Market Value (such Fair Market Value to be determined on the date of
contractually agreeing to such Asset Disposition) equal to or less than $50.0 million, at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of
cash or Cash Equivalents. 
 For the purposes of clause (2) of this Section 4.16(a) and for no other purpose, the following will be deemed to be
cash: 
 (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet)
of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets and from which the Company and all Restricted Subsidiaries have been validly released by all creditors in respect of such liabilities in writing; 

(2) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; 

  
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 (3) any Designated Noncash Consideration received by the Company or any of
its Restricted Subsidiaries in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed the
greater of (a) $145.0 million and (b) 52.5% of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements prepared on a
consolidated basis are available at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent
changes in value); 
 (4) any cash consideration paid to the Company or a Restricted Subsidiary in connection with the Asset
Disposition that is held in escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Disposition; 

(5) Additional Assets; and 

(6) any combination of the consideration specified in clauses (1) through (5) above. 

(b) Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (or 450 days in the case of
an Asset Disposition of non-U.S. assets), an amount equal to 100% of the Net Available Cash from such Asset Disposition may be applied by the Company or such Restricted Subsidiary, as the case may be, as
follows: 
 (A) to permanently reduce (and, in the case of a revolving Debt Facility, permanently reduce commitments with
respect thereto): (i) Secured Indebtedness under the Senior Credit Facilities, (ii) Secured Indebtedness of the Company (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Guarantor (other than any
Disqualified Stock or Guarantor Subordinated Obligations), or (iii) Indebtedness of a Non-Guarantor Subsidiary (other than any Disqualified Stock), in each case other than Indebtedness owed to the Company
or any Restricted Subsidiary of the Company; 
 (B) to permanently reduce obligations under other Indebtedness of the Company
(other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Company or an Affiliate of the
Company; provided that the Company shall equally and ratably reduce Obligations under the Notes, as provided under Section 3.07, through open market purchases at or above 100% of the principal amount thereof or by making an offer (in
accordance with the procedures set forth in this Section 4.16 for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the
Notes that are purchased or redeemed; 
 (C) to invest in Additional Assets; or 

(D) any combination of the foregoing; 

  
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 provided that pending the final application of any such Net Available Cash in
accordance with clause (A), (B), (C) or (D) of this Section 4.16(b), the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness (including under a revolving Debt Facility) or otherwise invest such Net Available Cash in
any manner not prohibited by this Indenture; provided, further, that in the case of clause (C) of this Section 4.16(b), a binding commitment to invest in Additional Assets shall be treated as a permitted application of the Net
Available Cash from the date of such commitment so long as the Company or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of
such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within the later of 365 days from the consummation of the Asset Disposition (or 450 days in the case of an Asset Disposition
of non-U.S. assets) and 180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied
in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Available Cash is actually applied
in such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall
constitute Excess Proceeds. 
 (c) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in
Section 4.16(b) shall be deemed to constitute “Excess Proceeds.” On or before the 370th day after an Asset Disposition (or the 455th day after an Asset Disposition of non-U.S. assets), if
the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will be required to make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu
Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount or accreted value, as applicable, of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds on a
pro rata basis based on the aggregate principal amount or accreted value, as applicable, of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn, at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on a Record Date to receive interest due on the Asset Disposition Purchase Date), in accordance with the
procedures set forth in Section 3.09 or the agreements governing the Pari Passu Indebtedness, as applicable, in the case of the Notes in integral multiples of $1,000; provided that if, following repurchase of a portion of a Note, the
remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding
immediately after such repurchase is $2,000. The Company shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by
Section 3.09, with a copy to the Trustee. 
 To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly
tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If
the aggregate principal amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer exceeds the amount of Excess Proceeds, subject to the Applicable Procedures, the Company shall
select the Notes to be purchased on a pro rata basis on the basis of the principal amount of tendered Notes required to be purchased pursuant to the immediately preceding paragraph, and Pari Passu Indebtedness to be purchased pursuant to the
terms of such Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 

  
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 Following its commencement, the Asset Disposition Offer will remain open for a period not
less than that required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”),
the Company will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable) required to be offered for purchase pursuant to this
Section 4.16 (the “Asset Disposition Offer Amount”) and the governing documentation relating to Pari Passu Indebtedness or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu
Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 

Section 4.17 Effectiveness of Covenants. 

(a) Following the first day (such date, a “Suspension Date”): 

(1) the Notes have an Investment Grade Rating from two Rating Agencies; and 

(2) no Default has occurred and is continuing under this Indenture, 

the Company and its Restricted Subsidiaries will not be subject to the provisions of Sections 4.08, 4.09, 4.11 (but only with respect to a
Person that is required to become a Guarantor after the applicable Suspension Date), 4.12, 4.13, 4.14, 4.16 and 5.01(a)(4) (collectively, the “Suspended Covenants”). 

(b) If at any time after a Suspension Date the Notes’ credit rating is downgraded from an Investment Grade Rating by two Rating Agencies
or if an Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this
Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from two Rating Agencies and no
Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from two Rating Agencies and no Event of Default is in existence);
provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company or any
of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case regardless
of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date and the Reinstatement Date is referred to as the
“Suspension Period.” 
 (c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be
classified to have been Incurred pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (in each case to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reinstatement Date and
after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) or (b), such
Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified under clause (3) of Section 4.09(b). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments
under Section 4.08 will be made as though Section 4.08 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be
made as Restricted Payments under Section 4.08(a) on and after the Reinstatement Date. 

  
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 (d) During any period when the Suspended Covenants are suspended, the Board of Directors of
the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture unless the Company’s Board of Directors would have been able, under the terms of this Indenture, to designate such
Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to
comply with the Suspended Covenants during the Suspension Period. In addition, the Company and its Restricted Subsidiaries will be permitted to honor any contractual commitments made during a Suspension Period following a Reinstatement Date. 

(e) Promptly following the occurrence of any Suspension Date or Reinstatement Date, the Company shall provide an Officers’ Certificate to
the Trustee regarding such occurrence. The Trustee shall have no obligation to monitor the rating of the Notes, independently determine or verify if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or
Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of Notes upon request. 
 ARTICLE 5 

SUCCESSORS 
 Section 5.01 Merger,
Consolidation or Sale of All or Substantially All Assets. 
 (a) The Company will not consolidate with or merge with or into or wind up
into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more
related transactions, to any Person unless: 
 (1) the resulting, surviving or transferee Person (the
“Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States of America, any state or territory thereof or the District of Columbia, and if such entity is not a
corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; 

(2) the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Notes
and this Indenture pursuant to a supplemental indenture; 
 (3) immediately after giving pro forma effect to such
transaction, no Default or Event of Default shall have occurred and be continuing; 
 (4) immediately after giving pro
forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 

(A) the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a); or


  
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 (B) the Consolidated Coverage Ratio of the Successor Company and its
Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; 

(5) unless the Company is the Successor Company, each Guarantor (unless it is the other party to the transactions described
above, in which case clause (1) of Section 5.01(b) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under this Indenture and the Notes; and 

(6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with this Indenture. 
 (b) Subject
to certain limitations, the Successor Company will succeed to, and be substituted for, the Company under this Indenture, the Notes and the Note Guarantees. Notwithstanding clauses (4) or (6) of Section 5.01(a): 

(1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to,
the Company or any other Restricted Subsidiary; 
 (2) the Company may merge with an Affiliate of the Company solely for the
purpose of reincorporating or forming the Company in another state or territory of the United States of America or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased
thereby; and 
 (3) any Non-Guarantor Subsidiary may consolidate with or merge into
or transfer all or part of its properties and assets to, the Company or a Guarantor or to any other Non-Guarantor Subsidiary. 

(c) The Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the
surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor)
unless: 
 (1)   (A) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the
“Successor Guarantor”) is a Person (other than an individual) organized and existing under the laws of the United States of America, any state or territory thereof or the District of Columbia; 

(B) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this
Indenture, the Notes and its Note Guarantee pursuant to a supplemental indenture or other documents or instruments; 
 (C)
immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 

(D) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, winding up or disposition and such supplemental indenture (if any) comply with this Indenture; or 

(2) in the event the transaction results in the release of the Subsidiary’s Note Guarantee under clause (1) of
Section 10.06(a), the transaction is made in compliance with Section 4.16 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of
this Indenture needs to be applied in accordance therewith at such time). 

  
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 (d) Subject to Sections 5.01(f) and 5.02, the Successor Guarantor will succeed to, and be
substituted for, such Guarantor under this Indenture and the Note Guarantee of such Guarantor. Notwithstanding Section 5.01(c), any Guarantor may (1) merge with or into or transfer all or part of its properties and assets to a Guarantor or
the Company or merge with a Restricted Subsidiary of the Company, so long as the resulting entity is the Company or remains or becomes a Guarantor and (2) merge with an Affiliate of the Company solely for the purpose of reincorporating or
forming the Guarantor in another state or territory of the United States of America or the District of Columbia, so long as Indebtedness is not Incurred in connection with such merger (unless otherwise permitted under this Indenture). 

(e) For purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all
of the properties and assets of one or more Subsidiaries of the Company or a Guarantor, as the case may be, which properties and assets, if held by the Company or such Guarantor instead of such Subsidiaries, would constitute all or substantially all
of the properties and assets of the Company or such Guarantor on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the Company or such Guarantor, as applicable. 

(f) The Company and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Notes and its Note
Guarantee, as the case may be, and the Successor Company and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this
Indenture, the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes, and a
Guarantor will not be released from its obligations under its Note Guarantee, solely by virtue of such transaction. 
 Section 5.02
Officers’ Certificate and Opinion of Counsel to be Given to Trustee. 
 Upon the occurrence of the transactions
permitted under the provisions of Sections 5.01(a) or 5.01(c) (other than (i) a merger of Guarantors, (ii) a merger of the Guarantor and the Company in which the Company is the surviving entity, or (iii) as otherwise set forth in
Section 5.01(b)), the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in each case stating that such transaction and agreement, if any, complies with this Article 5, that all conditions precedent
provided for herein relating to such transaction have been complied with, and that such agreement or supplemental indenture, if any, is the legal, valid and binding obligation of the Company or such other Person, as the case may be, enforceable
against them in accordance with its terms, subject to customary exceptions, on which the Trustee may rely as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or lease, and any assumption, permitted or required by the
terms of this Article 5 complies with the provisions of this Article 5 and this Indenture. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section 6.01
Events of Default. 
 (a) Each of the following is an “Event of Default”: 

  
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 (1) default in any payment of interest on any Note when due, continued for
30 days; 
 (2) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon
mandatory or optional redemption, upon required repurchase, upon declaration or otherwise; 
 (3) failure by the Company or
any Guarantor to comply with its obligations under Section 5.01; 
 (4) failure by the Company or any Guarantor to
comply for 45 days after notice as provided below with any of their obligations under Section 4.15 and 4.16 (in each case, other than a failure to purchase Notes which constitutes an Event of Default under Section 6.01(a)(2)); 

(5) failure by the Company or any Guarantor to comply for 90 days after notice as provided below with its other agreements
contained in this Indenture or the Notes; 
 (6) default under any mortgage, indenture or instrument under which there is
issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than
Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists or is created after the Issue Date, which default: 

(A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of
the grace period provided in such Indebtedness; or 
 (B) results in the acceleration of such Indebtedness prior to its
maturity; 
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $50.0 million or more; 

(7) failure by the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of
the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, other than any judgments
covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments are not paid, discharged, vacated, bonded or stayed for a period of more than 60 days after such judgments become final;

 (8) (i) the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the
date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences proceedings to be adjudicated bankrupt or insolvent; 

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law; 

  
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 (C) consents to the appointment of a receiver, interim receiver, receiver
and manager, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 

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

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

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

(A) is for relief against the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, in a proceeding in which the Company, any such
Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (B) appoints a receiver, interim
receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the
date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary; or 
 (C) orders the liquidation, dissolution or winding up of the Company, or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; 

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

(9) any Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the
latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared
null and void in a judicial proceeding or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary denies or disaffirms its obligations under this Indenture or its Note Guarantee. 
 However, a
Default under clauses (4) and (5) of this Section 6.01(a) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Company (with a copy to the
Trustee) of the Default and the Company does not cure such Default within the time specified in clauses (4) and (5) of this Section 6.01(a) after receipt of such notice. 

  
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 Section 6.02 Acceleration. 

(a) If an Event of Default (other than an Event of Default described in clause (8) of Section 6.01(a)) occurs and is continuing, the
Trustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, may declare the principal, premium, if any, and
accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. 

(b) Notwithstanding the foregoing, in case an Event of Default under clause (8) of Section 6.01(a) occurs and is continuing, the
principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 

(c) The Holders of a majority in principal amount of the outstanding Notes may waive all past Defaults (except with respect to nonpayment of
principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived. Promptly following any such rescission,
the Company shall pay to the Trustee all amounts owing to the Trustee under Section 7.07 related to such Event of Default and acceleration, including all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses
and disbursements and advances of the Trustee, its agents and counsel. 
 (d) In the event of a declaration of acceleration of the Notes
because an Event of Default described in clause (6) of Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if: 

(1) the default triggering such Event of Default pursuant to clause (6) of Section 6.01(a) shall be remedied or cured
by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto; and 

(2) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 

Section 6.03 Other Remedies. 
 If an
Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, the Note Guarantees
or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law. 

  
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 Section 6.04 Waiver of Past Defaults. 

The Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders waive any
existing Default and its consequences hereunder, except: 
 (1) a continuing Default in the payment of the principal,
premium, if any, or interest on any Note held by a non-consenting Holder (including in connection with an Asset Disposition Offer or a Change of Control Offer); and 

(2) a Default with respect to a provision that under Section 9.02 cannot be amended or waived without the consent of each
Holder affected, 
 provided that, subject to Section 6.02, the Holders of a majority in principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment Default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

The Holders of a majority in principal amount of the outstanding Notes may 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. However, the Trustee may refuse to follow any direction that conflicts with law, this Indenture, the Notes or any Note Guarantee, or that the Trustee
determines in good faith is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to any Holder) or that
would involve the Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

Section 6.06 Limitation on Suits. 

Subject to Section 6.07, no Holder may pursue any remedy with respect to this Indenture (including the Note Guarantees) or the Notes
unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 

(2) the Holders of at least 25% in principal amount of the then outstanding Notes have requested the Trustee to pursue the
remedy; 
 (3) such Holders have offered and, if requested, provided the Trustee security or indemnity satisfactory to the
Trustee against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after
the receipt of the request and the offer of security or indemnity satisfactory to the Trustee against any loss, liability or expense; and 

(5) the Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction that, in
the opinion of the Trustee, is inconsistent with such request within such 60-day period. 

  
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 A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or
priority over another Holder. 
 Section 6.07 Rights of Holders to Receive Payment. 

Notwithstanding any other provision of this Indenture, the contractual right of any Holder expressly set forth in this Indenture to receive
payment of principal, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with an Asset Disposition Offer or a Change of Control Offer), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be amended without the consent of such Holder. 
 Section 6.08
Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Company, the Guarantors and any other obligor on the Notes for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes,
together with interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee and its agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 

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

Section 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, 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 is, to the extent permitted by law, 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 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder 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 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 6.12 Trustee May File Proofs of Claim. 

The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable 

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

Section 6.13 Priorities. 
 After an
Event of Default, any money or property distributable in respect of the Company’s or any Guarantor’s obligations under this Indenture, or any money or property collected by the Trustee pursuant to this Article 6, shall be paid out or
distributed in the following order: 
 (1) to the Trustee and any predecessor Trustee and its agents and attorneys for
amounts due under Section 7.07, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

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

(3) to the Company or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. Promptly after any record date is set
pursuant to this Section 6.13, the Trustee shall cause notice of such record date and payment date to be given to the Company and to each Holder in the manner set forth in Section 12.02. 

Section 6.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes. 

  
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 ARTICLE 7 

TRUSTEE 
 Section 7.01 Duties of
Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1) this paragraph does not limit
the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05. 
 (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and (e) of this Section 7.01. 
 (e)
The Trustee will be under no obligation to exercise any of the rights or powers under this Indenture, the Notes and the Note Guarantees at the request or direction of any of the Holders unless such Holders have offered and, if requested, provided to
the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. 

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

(g) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity reasonably satisfactory to it
against such risk or liability is not assured to it. 
 Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely upon, and shall be fully protected in acting or refraining from acting, in reliance on any document
(whether in its original, facsimile or other electronic form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document and shall have no duty
to inquire as to the performance by the Company of any of its covenants in this Indenture, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, or in
order to establish any matter, it may require an Officers’ Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor. 
 (f) The
Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice from the Company or the Holders of at least 25% of the
aggregate principal amount of the Notes of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default or Event of
Default, the Notes and this Indenture. 
 (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder. 

  
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 (h) The Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate,
including any Person specified as so authorized in any such certificate previously delivered and not superseded. 
 (i) The Trustee shall
not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 
 (j) The permissive right of
the Trustee to do things enumerated in this Indenture shall not be construed as a duty. 
 (k) In no event shall the Trustee be responsible
or liable for any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action. 
 Section 7.03 Individual Rights of Trustee. 

The Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Agent. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11. 
 Section 7.04
Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture or the Notes or the Note Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or in the
Offering Memorandum or in any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication on the Notes. Under no circumstances shall the Trustee be liable in its individual
capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall not be responsible for and makes no representation as to any act or omission of any Rating Agency or any rating with respect to the Notes. The Trustee
shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or if the rating on the Notes has been changed, suspended or withdrawn by any Rating
Agency. The Trustee shall have no obligation to independently determine or verify if any Change of Control or any other event has occurred or notify the Holders of any such event. 

Section 7.05 Notice of Defaults. 

If a Default occurs and is continuing and is known to the Trustee, the Trustee will deliver to each Holder a notice of the Default within 90
days after it obtains knowledge thereof. Except in the case of an Event of Default specified in clauses (1) or (2) of Section 6.01(a), the Trustee may withhold from the Holders notice of any continuing Default if the Trustee determines in
good faith that withholding the notice is in the interests of the Holders. 

  
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 Section 7.06 [Reserved]. 

Section 7.07 Compensation and Indemnity. 

(a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold
each of the Trustee and any predecessor Trustee, and their directors, officers, agents and employees for harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in
connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture, the Notes and the Note Guarantees against the Company or any Guarantor
(including this Section 7.07)) or defending itself against any claim whether asserted by any Holder, the Company, any Guarantor or any other Person, or liability in connection with the acceptance, exercise or performance of any of its powers or
duties hereunder). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee’s own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction. 
 (c) The obligations of
the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 

(d) To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(8) occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) “Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its
capacities hereunder and each Agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder. 
 Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective, and the Trustee shall be discharged
from the trust hereby created, only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time by giving 30 days’ notice of such resignation to the Company.
The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee upon 30 days’ notice by so notifying the Trustee and the Company in writing. The Company may remove the Trustee upon 30 days’
notice if: 

  
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 (1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a receiver or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

(b) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the successor Trustee to replace it with another successor Trustee
appointed by the Company. 
 (c) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 (d) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

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

(f) As used in this Section 7.08, the term “Trustee” shall also include each Agent. 

Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section 7.10. 

Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 

  
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 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 applied to all outstanding Notes
and Note Guarantees upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 

(a) Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company and the
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Note Guarantees on the date the
conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (1) through (4) below, and to have satisfied all of its other obligations under such
Notes and this Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: 
 (1) the rights of Holders to receive
payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.04; 

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust; 

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection
therewith; and 
 (4) this Section 8.02. 

(b) Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of
Default. 
 (c) Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 

  
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4.05, 4.06, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 and clause (4) of Section 5.01(a) with respect to the outstanding Notes, and the Guarantors shall be deemed to
have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to this Indenture and 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, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission
to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under
Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, an Event of Default specified in Section 6.01(a)(3) that resulted solely from the failure of the
Company to comply with clause (4) of Section 5.01(a), Sections 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(5) (only with respect to covenants that are released as a
result of such Covenant Defeasance), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (solely with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary), and 6.01(a)(9), in each case, shall not constitute an Event of Default. 

Section 8.04 Conditions to Legal or Covenant Defeasance. 

(a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant
Defeasance option under Section 8.03 with respect to the Notes: 
 (1) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the
Trustee, without consideration of any reinvestment of interest, to pay the principal, premium, if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; 
 (2) in the case of
Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, 

(A) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or 

(B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, 

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that the Holders and beneficial owners of the Notes
will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred; 

  
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 (3) in the case of Covenant Defeasance, the Company has delivered to the
Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such
deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture) to which the Company or
any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (5) the Company has delivered to the Trustee
an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others; 

(6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and 

(7) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the
Notes at Stated Maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) above). 

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

(a) Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to
Section 8.04 in respect of the outstanding 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 (including the
Company or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, 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. 
 (b) The Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders. 
 (c) Anything in this Article 8 to the contrary notwithstanding, the Trustee will deliver or pay to the Company from time to time
upon the request of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

  
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 Section 8.06 Repayment to the Company. 

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published
once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining shall be repaid to the Company. 
 Section 8.07 Reinstatement. 

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

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01 Without Consent of Holders. 

(a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Note Guarantees to: 
 (1) cure any ambiguity, omission, defect or inconsistency; 

(2) provide for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture,
the Notes or the Note Guarantees in accordance with Article 5; 
 (3) provide for or facilitate the issuance of certificated
Notes in addition to or in place of uncertificated Notes; provided that the certificated Notes are issued in registered form for purposes of Section 163(f) of the Code; 

(4) comply with the rules of any applicable Depositary; 

  
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 (5) add Guarantors with respect to the Notes or release a Guarantor from its
obligations under its Note Guarantee or this Indenture, in each case, in accordance with the applicable provisions of this Indenture; 

(6) secure the Notes and the Note Guarantees; 

(7) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make
changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company or any Guarantor; 

(8) make any change that does not adversely affect the legal rights under this Indenture, the Notes or the Note Guarantees of
any Holder; 
 (9) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee;
provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; 

(10) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of
notes” section of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; or 

(11) make any amendment to the provisions of this Indenture relating to the transfer, exchange and legending of Notes as
permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided, however, that (A) compliance
with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer
Notes. 
 (b) A supplemental indenture pursuant to Section 9.01(a)(5) substantially in the form of Exhibit C shall be required to be
signed only by the Trustee and the Guarantor providing such Note Guarantee. Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the
Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

Section 9.02 With Consent of Holders. 

(a) Except as provided in Section 9.01 and this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Note Guarantees with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes) and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal, premium, if any, or interest on the Notes, except
a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be
“outstanding” for the purposes of this Section 9.02. 

  
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 (b) Upon the request of the Company, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and the Guarantors in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 (c) It shall not be necessary for the
consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance thereof. 

(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a notice
briefly describing such amendment, supplement or waiver. However, any failure of the Company to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of any such amendment, supplement or waiver.

 (e) Without the consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of
Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the stated rate of interest or extend
the stated time for payment of interest on any Note; 
 (3) reduce the principal of or extend the Stated Maturity of any
Note; 
 (4) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such
acceleration); 
 (5) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be
redeemed as described in Section 3.07 (excluding, for greater certainty, any notice periods with respect to Notes that are otherwise redeemable); 

(6) reduce the premium payable upon the repurchase of any Note or change the time at which any Note may be repurchased as
described in Section 4.15 (subject to Section 4.15(g) and (i)) or Section 4.16 (subject to Section 3.09(g)); 

(7) make any Note payable in a currency other than that stated in the Note; 

(8) amend Section 6.07 hereof; 

(9) make any change in the amendment or waiver provisions which require each Holder’s consent; or 

(10) modify the Note Guarantees in any manner adverse to the Holders. 

  
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 (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or the
Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. 
 Section 9.03
[Reserved]. 
 Section 9.04 Revocation and Effect of Consents. 

(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of
a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder. 
 (b) The Company may, but shall not be obligated to, fix a record date pursuant to
Section 1.05 for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. 
 Section 9.05 Notation on
or Exchange of Notes. 
 (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company may, in exchange for all Notes, issue new Notes that reflect the amendment, supplement or waiver and the Trustee shall, upon receipt of an Authentication Order, authenticate such new Notes. 

(b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying
upon, in addition to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that
such amendment, supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantor party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof. 
 ARTICLE 10 

GUARANTEES 
 Section 10.01 Guarantee.

 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a
senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the
principal, premium, if any, 

  
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and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture, or pursuant to Section 10.06. 
 (c) Each of the Guarantors also agrees, jointly
and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

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

 (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

 (f) Each Note 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 the Notes or the Note Guarantees, whether as a 

  
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“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. 

(g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 (h) Each payment to be made by a Guarantor in respect of its
Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.
Each Guarantor that makes a payment under its Note Guarantee will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s
pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with GAAP. 

Section 10.03 Execution and Delivery. 

(a) To evidence its Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that this Indenture shall be executed on
behalf of such Guarantor by an Officer or person holding an equivalent title. 
 (b) Each Guarantor hereby agrees that its Note Guarantee
set forth in Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. 

(c) If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note
Guarantees shall be valid nevertheless. 
 (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
 (e) If required by
Section 4.11, the Company shall cause any newly created or acquired Domestic Subsidiary (other than an Excluded Subsidiary) to comply with the provisions of Section 4.11 and this Article 10, to the extent applicable. 

  
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 Section 10.04 Subrogation. 

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to
the provisions of Section 10.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full. 
 Section 10.05 Benefits
Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 

Section 10.06 Release of Note Guarantees. 

(a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged and be of no further force and effect,
and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: 

(1) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the
Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the provisions of this Indenture; 

(2) the release or discharge of such Guarantor from its liability as borrower under, or Guarantee of Indebtedness of the
Company under, all of the Senior Credit Facilities (including by reason of the termination of the Senior Credit Facilities) and its Guarantee of all other Material Indebtedness of the Company and the Guarantors, including the Guarantee that resulted
in the obligation of such Guarantor to Guarantee the Notes, if such Guarantor would not then otherwise be required to Guarantee the Notes pursuant to this Indenture, except a release or discharge by or as a result of payment under such Note
Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee of Indebtedness of the Company under the Senior Credit Facilities or any other Material Indebtedness is
reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.11); provided that if such Guarantor has Incurred any Indebtedness in
reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other
than a Guarantor) under Section 4.09; 
 (3) the proper designation of any Guarantor as an Unrestricted Subsidiary; or

 (4) the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8
or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture. 
 (b) At the
request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that such release of a Note Guarantee complies with this Indenture, the Trustee shall execute and deliver such instrument reasonably
requested by the Company evidencing such release and discharge in respect of the applicable Note Guarantee. 

  
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 (c) In the event that any released Guarantor (in the case of clause (a)(2) and (a)(3) above)
that is a Domestic Subsidiary (other than an Excluded Subsidiary) thereafter borrows money or guarantees Indebtedness under the Term Loan Facility or the ABL Facility or guarantees any other Material Indebtedness of the Company or Guarantors, such
former Guarantor will again provide a Note Guarantee. 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 
 Section 11.01
Satisfaction and Discharge. 
 (a) This Indenture will be discharged and will cease to be of further effect as to all Notes (except
certain rights of the Trustee and the Company’s obligations with respect thereto), when either: 
 (1) all Notes that
have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation; or 

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the
giving of a notice of redemption, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a
combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be; 

(B) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such
deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture) to which the Company or
any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (C) the Company or any Guarantor has paid or
caused to be paid all sums payable by the Company under this Indenture; and 
 (D) the Company has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 

(b) In addition, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied. 

  
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 Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Sections 7.07, 8.06 and
11.02 shall survive. 
 Section 11.02 Application of Trust Money. 

(a) Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law. 

(b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture, the
Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of principal, premium, if any, or interest on any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent, as the case may be. 

ARTICLE 12 
 MISCELLANEOUS 

Section 12.01 Concerning the Trust Indenture Act. 

The Trust Indenture Act shall not be applicable to, and shall not govern, this Indenture, the Notes and the Note Guarantees. 

Section 12.02 Notices. 
 (a) Any
notice or communication to the Company, any Guarantor or the Trustee is duly given if in writing and (1) delivered in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight
air courier guaranteeing next day delivery or (3) sent by facsimile or electronic transmission, to its address: 
 if to the Company or
any Guarantor: 
 c/o TTM Technologies, Inc. 

200 East Sandpointe, Suite 400 

Santa Ana, California 92707 
 Fax
No.: (714) 784-3712 
 Email: dan.weber@ttm.com 

Attention: Daniel J. Weber, Executive Vice President, General Counsel and Secretary 

with a copy (which shall not constitute notice) to: 

Ruben K. Chuquimia, Esq. 

Polsinelli PC 
 100 S. Fourth
Street, Suite 1000 

  
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 St. Louis, Missouri 63102 

Fax No: (314) 754-9937 

Email: rchuquimia@polsinelli.com 

if to the Trustee: 
 Wilmington
Trust, National Association 
 1100 North Market Street 

Wilmington, Delaware 19890 
 Attn:
TTM Technologies Notes Administrator 
 Facsimile: (302) 636-4149 

Email: KFerry@wilmingtontrust.com 
 The Company,
any Guarantor or the Trustee, by like notice, may designate additional or different addresses for subsequent notices or communications. 

(b) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; the next Business Day after timely delivery to the
courier, if mailed by overnight air courier guaranteeing next day delivery; when receipt acknowledged, if sent by facsimile or electronic transmission; provided that any notice or communication delivered to the Trustee shall be deemed
effective upon actual receipt thereof. 
 (c) Any notice or communication to a Holder shall be mailed by first-class mail (certified or
registered, return receipt requested) or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as the Trustee agrees to accept (including, if applicable, the Applicable
Procedures). Failure to mail or otherwise deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

(d) 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. 
 (e) Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be
sufficiently given if given to the Depositary for such Note (or its designee), according to the Applicable Procedures of such Depositary, if any, prescribed for the giving of such notice. 

(f) Subject to satisfaction of the Trustee’s procedures, the Trustee agrees to accept and act upon notice, instructions or directions
pursuant to this Indenture sent by unsecured facsimile or electronic transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (2) such originally executed notice, instructions or directions shall be signed by an authorized representative of the party
providing such notice, instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such notice, instructions or
directions notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or directions. 

  
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 (g) If a notice or communication is sent in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. 
 (h) If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time. 
 Section 12.03 [Reserved]. 

Section 12.04 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such
Guarantor, as the case may be, shall furnish to the Trustee: 
 (1) an Officers’ Certificate (which shall include the
statements set forth in Section 12.05) stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been complied with; provided that no Opinion of Counsel pursuant to this Section 12.04 shall be required in connection with the authentication of Notes on the Issue Date.

 Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.07) shall include: 
 (1) a statement that the Person making such certificate or opinion
has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the
opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion
of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of fact); and 
 (4) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
 Section 12.06 Rules by Trustee and Agents.

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

  
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 Section 12.07 No Personal Liability of Directors, Officers, Employees, Members, Partners and
Stockholders. 
 No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Company or
any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.

 Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes. 
 Section 12.08 Governing Law; Submission to Jurisdiction. 

THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN THE CITY OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK
IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. 

Section 12.09 Waiver of Jury Trial. 

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 12.10 Force Majeure. 
 In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable 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, pandemics, epidemics, and interruptions, loss or malfunctions of utilities, communications or
computer (software or hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 12.11 No Adverse
Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

  
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 Section 12.12 Successors. 

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06. 

Section 12.13 Severability. 
 In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 12.14 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or email (in PDF format or otherwise) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be
used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes. 

Section 12.15 Table of Contents, Headings, etc. 

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.16
Facsimile and PDF Delivery of Signature Pages. 
 The exchange of copies of this Indenture and of signature pages by facsimile,
portable document format (“PDF”) or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for all purposes. 

Section 12.17 U.S.A. PATRIOT Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 
 Section 12.18 Payments Due on
Non-Business Days. 
 In any case where any Interest Payment Date, redemption date or repurchase
date or the Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal, premium, if any, or interest on the Notes need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the Notes, provided that no interest will accrue for the
period from and after such Interest Payment Date, redemption date, repurchase date or Stated Maturity, as the case may be. 

  
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 [Signatures on following page] 

  
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	 TTM TECHNOLOGIES, INC.

		
	By:	 	/s/ Todd B. Schull
		 	 Name: Todd B. Schull

		 	 Title: Executive Vice President and Chief Financial Officer

	
	 TTM TECHNOLOGIES NORTH AMERICA, LLC

TTM PRINTED CIRCUIT GROUP, LLC

UNICIRCUIT, INC.

ANAREN MICROWAVE, INC.

ANAREN, LLC

ANAREN CERAMICS, INC.

ANAREN GP, INC.

		
	By:	 	/s/ Daniel J. Weber
		 	Name: Daniel J. Weber
		 	 Title: Vice President, Secretary and General Counsel















 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Karen Ferry
		 	 Name: Karen Ferry

		 	 Title: Vice President















 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND 

ADDITIONAL NOTES 
 Section 1.1
Definitions. 
 (a) Capitalized Terms. 

Capitalized terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized terms
have the following meanings: 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a
Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. 

“Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.

 “Distribution Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and
including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee,
and (b) the date of issuance with respect to such Note or any predecessor of such Note. 
 “Euroclear” means Euroclear
Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency. 
 “IAI”
means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and is not a QIB. 

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

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

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

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

“Unrestricted Global Note” means any Note in global form that does not bear or is not required to bear the Restricted Notes
Legend. 
 “U.S. person” means a “U.S. person” as defined in Regulation S. 

(b) Other Definitions. 
  

			
	 Term:
	  	 Defined in
Section:

	 “Agent Members”
	  	2.1(c)
	 “Automatic Exchange”
	  	2.2(i)














			
	 Term:
	  	 Defined in
Section:

	 “Automatic Exchange Date”
	  	2.2(i)
	 “Automatic Exchange Notice”
	  	2.2(i)
	 “Automatic Exchange Notice Date”
	  	2.2(i)
	 “Definitive Notes Legend”
	  	2.2(e)
	 “ERISA Legend”
	  	2.2(e)
	 “Global Note”
	  	2.1(b)
	 “Global Notes Legend”
	  	2.2(e)
	 “IAI Global Note”
	  	2.1(b)
	 “Regulation S Global Note”
	  	2.1(b)
	 “Regulation S Notes”
	  	2.1(a)
	 “Restricted Notes Legend”
	  	2.2(e)
	 “Rule 144A Global Note”
	  	2.1(b)
	 “Rule 144A Notes”
	  	2.1(a)

 Section 2.1 Form and Dating 

(a) The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes
may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. 
 (b) Global Notes. Rule 144A Notes shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and
Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest
coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted
Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Custodian, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The
Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global
Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the
aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) of this Appendix A. The Company has entered into a letter of representations with the Depositary in the
form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. 

  
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 (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note
deposited with or on behalf of the Depositary. 
 The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(c) and Section 2.02 of this Indenture and pursuant to an order of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of
the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian. 

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 by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(d) Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in
Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 
 Section 2.2 Transfer and Exchange. 

(a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a
request: 
 (i) to register the transfer of such Definitive Notes; or 

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange: 
 (1) shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and 

(2) in the case of Transfer Restricted Notes, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and are accompanied by a certification from the transferor in the form provided on the reverse side
of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. 

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, together with: 

  
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 (i) a certification from the transferor in the form provided on the
reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and 

(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books
and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such
increase, 
 the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause
to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Company
shall issue and the Trustee shall authenticate, upon an Authentication Order, a new applicable Global Note in the appropriate principal amount. 

(c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with
this Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the
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 such Global Note, or another Global Note and
such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note
being transferred. 
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in
another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to
be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred. 

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a
Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary. 
 (d) Restrictions on Transfer of Global Notes;
Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes. 
 (i) Transfers by an
owner of a beneficial interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another Transfer Restricted Global 

  
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Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on
the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto. In
addition, in the case of a transfer of a beneficial interest in either a Regulation S Global Note or a Rule 144A Global Note for an interest in an IAI Global Note, the transferee must furnish a signed letter substantially in the form of
Exhibit B to the Trustee. 
 (ii) During the Distribution Compliance Period, beneficial ownership interests in the
Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities laws of any
state of the United States of America. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through a
Rule 144A Global Note or an IAI Global Note shall be made only in accordance with the Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial
interest in the form provided on the reverse side of the Form of Note in Exhibit A for exchange or registration of transfers. Such written certification shall no longer be required after the expiration of the Distribution
Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of this Indenture. 

(iii) Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged
for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A for an exchange from a Regulation S Global Note to an Unrestricted Global
Note. 
 (iv) Beneficial interests in a Transfer Restricted Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for
beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A for an exchange from a Rule 144A Global Note to an Unrestricted Global Note and/or upon delivery of such
legal opinions, certifications and other information as the Company or the Trustee may reasonably request. 
 (v) If no Unrestricted Global
Note is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate
principal amount. 
 (e) Legends. 

(i) Except as permitted by Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Appendix A, each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes
of the legend only) (“Restricted Notes Legend”): 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH 

  
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REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE
ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: 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 SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

 Each Definitive Note shall bear the following additional legend (“Definitive Notes Legend”): 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
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 Each Global Note shall bear the following additional legend (“Global Notes Legend”): 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Note shall bear the following additional legend (“ERISA Legend”):

 BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (i) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (ii) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER
ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (iii) AN ENTITY WHOSE UNDERLYING ASSETS ARE
CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 
 (ii) Upon
any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the
Definitive Notes Legend and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144
(such certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A) and provides such legal opinions, certifications and other information as the Company or the Trustee may reasonably
request. 

  
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 (iii) Any Additional Notes sold in a registered offering shall not be required to bear the
Restricted Notes Legend. 
 (f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note
have either been exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, or redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained
and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, or redeemed, repurchased or canceled,
the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then the Custodian for such Global Note) with respect to such Global Note, by the
Registrar or the Custodian, to reflect such reduction. 
 (g) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and
Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made for any registration of transfer or exchange (other
than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05 of this Indenture). 

(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may
deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 (v) In order to effect any transfer or
exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel, in form reasonably acceptable to the Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of
such interest by the beneficial holder thereof, shall be required to be delivered to the Registrar and the Trustee. 
 (h) No Obligation
of the Trustee. 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or
a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the
delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of 

  
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redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the
express requirements hereof. 
 Section 2.3 Definitive Notes. 

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be
transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2
of this Appendix A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the
Exchange Act and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under
this Indenture. In addition, any Affiliate of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note
by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company or Trustee. 

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) of
this Appendix A, bear the Restricted Notes Legend. 
 (c) The registered 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 which a Holder is entitled to take under this Indenture or the Notes. 

(d) In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. 

  
 9 













 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Insert
the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] 
 [Insert the Global Notes Legend, if applicable,
pursuant to the provisions of the Indenture] 
 [Insert the Definitive Notes Legend, if applicable, pursuant to the provisions of the
Indenture] 
 [Insert the ERISA Legend, if applicable, pursuant to the provisions of the Indenture.] 












 [If Regulation 144A Global Note – CUSIP: 87305R AK5; ISIN: US87305RAK59] 

[If Regulation S Global Note – CUSIP: U8729L AC7; ISIN: USU8729LAC73] 

[If IAI Global Note – CUSIP: 87305R AL3; ISIN: US87305RAL33] 

GLOBAL NOTE 
 TTM TECHNOLOGIES,
INC. 
 4.000% Senior Notes due 2029 
  

					
	No. [RA-[_]] [RS-[_]] [RIAI-[_]]	  		  	[Up to] $[________]

 TTM TECHNOLOGIES, INC. promises to pay to CEDE & CO. or registered assigns the principal sum [set forth on the
Schedule of Exchanges of Interests in the Global Note attached hereto] [of $_______ (_______ Dollars)] on March 1, 2029. 
 Interest Payment Dates:
March 1 and September 1 
 Record Dates: February 15 and August 15 












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

Dated: 
  

					
	 TTM TECHNOLOGIES, INC.

		
	By:	 	        
		 	Name:	 	Todd B. Schull
		 	Title:	 	Executive Vice President and Chief Financial Officer














 CERTIFICATE OF AUTHENTICATION 

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

 

			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	 
		 	 Authorized Signatory



 Dated: 












 [Reverse Side of Note] 

4.000% Senior Notes due 2029 

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

1. INTEREST. TTM Technologies, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 4.000% per annum until but excluding maturity. The Company shall pay interest semi-annually in arrears on March 1 and September 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of original issuance; provided
that the first Interest Payment Date shall be [•]. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the
interest rate on the Notes to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time
to time on demand at the interest rate on the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

 2. METHOD OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at the close of
business on the February 15 or August 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or,
at the option of the Company, payment of interest and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in the Note Register. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially,
Wilmington Trust, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Restricted Subsidiaries
may act in any such capacity. 
 4. INDENTURE. The Company issued the Notes under an Indenture, dated as of March 10, 2021 (the
“Indenture”), among the Company, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as its 4.000% Senior Notes due 2029. The Company shall be entitled to
issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the Indenture. The terms of the Notes include those
stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the
Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further
described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 












 6. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption or tendered for repurchase in connection with a Change of Control Offer or Asset Disposition Offer, except for the unredeemed portion of any Note being redeemed or repurchased in part. 

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

8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the
Indenture. 
 9. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon
the occurrence of an Event of Default, the rights and obligations of the Company, the Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture. 

10 AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 11. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 12. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company
at the following address: 
 c/o TTM Technologies, Inc. 

200 East Sandpointe, Suite 400 

Santa Ana, California 92707 
 Fax
No.: (714) 784-3712 
 Email: dan.weber@ttm.com 

Attention: Daniel J. Weber, 

Executive Vice President, General Counsel and Secretary 












 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	 
		 	(Insert assignee’s legal name)
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)

  

			
	and irrevocably appoint	 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 Date: _____________________ 
  

					
		  	Your Signature:	 	 
		  		 	(Sign exactly as your name appears on the face of this Note)

  

					
	Signature Guarantee*:	 	 	  	

 * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).













 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES 

This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.

 The undersigned (check one box below): 
  

	☐	 has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note
held by the Depositary a Note or Notes in either definitive or global registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in
accordance with the Indenture; or 


  

	☐	 has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

					
			
		 	(1)	  	 ☐   to the Company or subsidiary thereof; or

			
	            	 	(2)	  	 ☐   to the Registrar for registration in the name of the Holder, without
transfer; or

			
		 	(3)	  	 ☐   pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”); or

			
		 	(4)	  	 ☐   to a Person that the undersigned reasonably believes is a
“qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that
such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or

			
		 	(5)	  	 ☐   pursuant to offers and sales to
non-U.S. persons that occur outside the United States of America within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of the Distribution
Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or

			
		 	(6)	  	 ☐   to an institutional “accredited investor” (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

			
		 	(7)	  	 ☐   pursuant to Rule 144 under the Securities Act; or

			
		 	(8)	  	 ☐   pursuant to another available exemption from registration under the
Securities Act.


 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior













 
to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 
  

			
		 	 
		 	Your Signature
		
	Date:                                    
	 	 
		 	Signature of Signature Guarantor

 TO BE COMPLETED BY PURCHASER IF (4) 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, 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

Name:
 Title:


  

					
	Signature Guarantee*:	  	 	  	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 














 TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A 

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE, 

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE1 

The undersigned represents and warrants that either: 
  

	☐	 the undersigned is not a dealer (as defined in the Securities Act) and is a
non-U.S. person (within the meaning of Regulation S under the Securities Act); or 


  

	☐	 the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of
Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act; or 



 

	☐	 the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note
does not constitute the whole or a part of an unsold allotment to or subscription by such dealer for the Notes. 


  

			
		
	Dated:                                    
	 	 
		 	Your Signature

  

	1 	 Include only for Regulation S Global Notes. 














 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box below: 
 [ ] Section 4.15    [ ] Section 4.16 

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the
Indenture, state the amount you elect to have purchased: 
  

					
		  	$_______________	  	(minimum amount of $2,000 and integral multiples of $1,000 in excess thereof, provided that the unpurchased portion must be in a minimumprincipal amount of $2,000)

  

					
	Date:                                    
	 		 	
			
		 	Your Signature:	 	 
		 		 	(Sign exactly as your name appears on the face of this Note)
		 	Tax Identification No.:	 	 

  

					
	Signature Guarantee*:	  	 	  	

 * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).













 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	 Amount of decrease

in Principal Amount of this
Global Note
	  	 Amount of increase

in Principal
 Amount of this

Global Note
	  	 Principal
Amount of

this Global
Note

following
such
 decrease
or
increase
	  	 Signature of
authorized signatory
of
Trustee,
Depositary or
Custodian


  

*This schedule should be included only if the Note is issued in global form. 












 EXHIBIT B 

FORM OF 
 TRANSFEREE LETTER OF
REPRESENTATION 
 TTM Technologies, Inc. 
 200 East Sandpointe,
Suite 400 
 Santa Ana, California 92707 
 Fax No.: (714) 784-3712 
 Email: dan.weber@ttm.com 

Attention: Daniel J. Weber, Executive Vice President, General Counsel and Secretary 

Wilmington Trust, National Association 
 1100 North Market Street

 Wilmington, Delaware 19890 
 Attn: TTM Technologies Notes
Administrator 
 Facsimile: (302) 636-4149 

Email: KFerry@wilmingtontrust.com 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[_______] principal amount of the 4.000% Senior Notes due 2029 (the
“Notes”) of TTM Technologies, Inc. (the “Company”). 
 Upon transfer, the Notes would be registered in the
name of the new beneficial owner as follows: 
 Name:________________________ 

Address:______________________ 
 Taxpayer ID Number:____________

 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes,
for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We 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 invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its
investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is six months after the later of
the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only in accordance with the
Restricted Notes Legend (as such term is defined in the indenture under which the Notes were issued) on the Notes 

  
 1 













 
and any applicable securities laws of any state of the United States of America. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any
resale or other transfer of the Notes is proposed to be made to another such institutional “accredited investor” above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the
offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes with respect to applicable transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee. 
  

			
		
	TRANSFEREE:	 	 
		
	 by:
	 	 



  
 2 













 EXHIBIT C 

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY SUBSEQUENT GUARANTORS 
 [____] Supplemental Indenture (this “Supplemental Indenture”), dated as of
[__________] [__], 20[__], among __________________ (the “Guaranteeing Subsidiary”), a subsidiary of TTM Technologies, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as
trustee (the “Trustee”). 
 W I T N E S E T H 

WHEREAS, each of the Company and the Guarantors (as defined in this Indenture referred to below) has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of March 10, 2021, providing for the issuance of an unlimited aggregate principal amount of 4.000% Senior Notes due 2029 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and

 WHEREAS, the Company has provided to the Trustee such documents as are required to be provided to it under Article 9 of the Indenture,
and pursuant to Section 9.01 of the Indenture, the Trustee and the Guaranteeing Subsidiary are authorized to execute and deliver this Supplemental Indenture without the consent of Holders. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. Guarantor. The
Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof. 

3. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 4. Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, portable document format (“PDF”) or other electronic transmission shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other
electronic means shall be deemed to be their original signatures for all purposes. 

  
 C-1 













 6. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

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

  
 2 













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

			
	 [NAME OF GUARANTEEING SUBSIDIARY]

		
	By:	 	                             
       
		 	 Name:

		 	 Title:

	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 
		 	 Name:

		 	 Title:




  
 3